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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525043323

Filing Summary: On February 28, 2025, Primo Brands Corporation disclosed the completion of the final settlement for existing notes that were validly tendered and accepted in their previously announced exchange offers. The offers involved three series of outstanding senior notes, and the company primarily exchanged these for new notes along with cash. Specifically, the company cancelled €2,640,000 of its 3.875% Senior Notes due 2028, $120,000 of its 4.375% Senior Notes due 2029, and $13,688,000 of BlueTriton’s 6.250% Senior Notes due 2029. Following this cancellation, significant amounts of the initial notes remained outstanding. The company introduced new 3.875% Senior Secured Notes and 4.375% Senior Secured Notes as part of this settlement, with structured details on interest rates, redemption options, and obligations under the new indentures. The registrant also stated plans to limit its ability to incur additional debt, pay dividends, or engage in mergers, emphasizing ongoing compliance with specific covenants during an investment grade rating period. The final notice of this transaction was given on March 3, 2025, indicating the completion of the reporting cycle.

Additional details:

Existing Notes Cancelled: €2,640,000 of 3.875% Senior Notes due 2028


Existing Notes Cancelled: $120,000 of 4.375% Senior Notes due 2029


Existing Notes Cancelled: $13,688,000 of 6.250% Senior Notes due 2029


New Secured Notes Issued: €2,640,000 of 3.875% Senior Secured Notes due 2028


New Secured Notes Issued: $120,000 of 4.375% Senior Secured Notes due 2029


New Unsecured Notes Issued: $13,688,000 of 6.250% Senior Notes due 2029


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