M&A - unknown

Form Type: DEF 14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009675

Filing Summary: On March 20, 2025, Primo Brands Corporation filed the definitive proxy statement for its upcoming Annual Meeting scheduled for May 1, 2025. Key proposals include the election of thirteen directors, ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2025, and advisory votes on the compensation of named executive officers and the frequency of future advisory votes on such compensation. The proxy statement outlines that stockholders of record as of March 7, 2025, are entitled to vote. It emphasizes the significance of participation despite the virtual format of the meeting, allowing stockholders to vote electronically. The statement also details the corporate background involving a merger previously completed on November 8, 2024, between Primo Brands and Primo Water Corporation, resulting in Primo becoming a publicly traded entity under ticker symbol 'PRMB' on the NYSE.

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Form Type: S-1/A

Filing Date: 2025-03-05

Corporate Action: Merger

Type: Update

Accession Number: 000119312525045972

Filing Summary: Primo Brands Corporation has filed an S-1/A registration statement to update investors regarding its Class A common stock offering and related corporate activity. Key updates include the completion of a merger arrangement resulting from an Arrangement Agreement between Primo Water Corporation, BlueTriton, and Primo Brands that was consummated on November 8, 2024. This merger allowed Primo Brands to acquire all common shares of Primo Water in exchange for shares of Class A common stock, leading to a restructure where Primo Water became a wholly-owned subsidiary of Primo Brands. The filing also discusses a recent refinancing effort involving the exchange of outstanding senior notes for new securities and cash, aimed at amending restrictive covenants while enhancing liquidity. The Refinancing Transactions started on January 27, 2025, and included several different series of notes, concluding in successful exchange offers and consent solicitations to adapt the terms of the existing debt. The company now holds a majority share of Class A common stock and plans to continue raising funds for operational needs. The last reported sale price on March 4, 2025, was $33.13 per share, indicating active trading on the NYSE under the symbol 'PRMB'.

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Form Type: S-1/A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525022806

Filing Summary: On February 7, 2025, Primo Brands Corporation filed an amendment to its S-1 registration statement, relating to the public offering and resale of up to 218,618,368 shares of its Class A common stock and 206,040 shares of Class A common stock underlying options. The filing details the completion of a significant transaction on November 8, 2024, involving a merger and a series of amalgamations with Primo Water Corporation and BlueTriton. Under the Arrangement Agreement, the company acquired all outstanding shares of Primo Water in exchange for its Class A shares and underwent several mergers consolidating BlueTriton as a wholly-owned subsidiary. As part of these transactions, the company registered its Class A common stock on the New York Stock Exchange under the symbol 'PRMB'. The document outlines the rights and restrictions associated with the Class A and Class B common stocks, voting rights, and summary of proceeds from share exercises and sales. It emphasizes that relevant risks are associated with investing in these securities as described in the risk factors section.

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Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525012295

Filing Summary: On January 24, 2025, Primo Brands Corporation announced the successful completion of its merger with BlueTriton Brands, an arrangement that establishes Primo Brands as a significant player in the North American beverage market. This merger allows Primo Brands to combine its operations with those of Primo Water Corporation, thus enhancing its portfolio which includes well-known brands like Poland Spring and Pure Life. Following the merger, Primo Brands is now positioned to leverage estimated annual run-rate cost synergies of $200 million within the next three years, excluding a projected $115 million in one-time costs from the transactions. The integration of these companies is expected to streamline operations across procurement, IT, and other corporate functions, highlighting the focus on improving profitability while delivering healthier hydration solutions. After the merger, Primo’s Class A common stock began trading on the New York Stock Exchange under the symbol "PRMB," reflecting the company's rebranding efforts and strategic initiatives to capture market share in a $130 billion beverage industry especially within the bottled water sector, which saw significant growth in recent years. The report emphasized Primo’s commitment to sustainability and operational excellence, along with robust financial performance that exceeded projections for both pro forma net sales and EBITDA for the past years. Furthermore, with an entrepreneurial management team spearheading growth strategies, the company aims to continuously innovate and cater to evolving consumer preferences, particularly in health-conscious and eco-friendly products.

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Form Type: S-1

Filing Date: 2025-01-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525012325

Filing Summary: Primo Brands Corporation filed a registration statement on Form S-1 with the SEC on January 24, 2025, to register the resale of up to 218,618,368 shares of Class A common stock and the issuance of up to 206,040 shares underlying options. This follows the completion of a significant transaction, referred to as the Arrangement, on November 8, 2024, where several mergers involving Primo Water Corporation and BlueTriton led to Primo Brands becoming the surviving entity. The Arrangement involved Amalgamation Sub acquiring all outstanding shares of Primo Water in exchange for Class A common stock, and then successive mergers that established Primo Water as a wholly-owned subsidiary of Primo Brands. As a result, existing shareholders of both Primo Water and BlueTriton now hold Class A and Class B common stocks in Primo Brands, with their voting rights distinguished between classes. The transaction's impact includes the listing of Class A common stock on the NYSE under the symbol 'PRMB'.

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Form Type: DRS

Filing Date: 2024-12-02

Corporate Action: Merger

Type: New

Accession Number: 000095012324012146

Filing Summary: On November 8, 2024, Primo Brands Corporation consummated the transactions outlined in the Arrangement Agreement and Plan of Merger dated June 16, 2024, involving Primo Water Corporation and BlueTriton. The arrangements included Amalgamation Sub acquiring all outstanding common shares of Primo Water in exchange for shares of Class A common stock on a 1:1 basis, resulting in former Primo shareholders holding approximately 43% of the fully diluted shares. The merger culminated in the merging of BlueTriton with Primo Brands, thereby solidifying Primo Water as a wholly-owned subsidiary. The Class A common stock of Primo Brands was subsequently listed on the New York Stock Exchange under the symbol PRMB. The transaction is a significant step in consolidating Primo Brands' position in the market, expanding operations, and enhancing shareholder value.

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