Primo Brands Finalizes Exchange Offers for Senior Notes

Tampa, Fla. and Stamford, Conn. – Primo Brands Corporation (NYSE: PRMB) announced on February 25, 2025, the expiration of its previously announced private offers to exchange its three series of outstanding senior notes. The offers—extended to exchange the notes issued by its wholly owned subsidiaries for three new series of senior notes and cash—were originally initiated on January 27, 2025, under a confidential offering memorandum.

According to the press release, the exchange offers encompassed separate private tenders for:
• The ?450 million aggregate principal amount of 3.875% Senior Notes due 2028 issued by the Primo Issuer,
• The $750 million aggregate principal amount of 4.375% Senior Notes due 2029 issued by the Primo Issuer, and
• The $713,023,000 aggregate principal amount of 6.250% Senior Notes due 2029 issued by the BlueTriton Issuer.

An early tender period concluded on February 7, 2025, during which a substantial portion of each note series was received. Early settlement for the notes tendered during this period was completed on February 12, 2025. In addition, late tendered notes received prior to the final expiration on February 25, 2025, were accepted. Final settlement of these Late Tender Notes is expected to occur on February 28, 2025, subject to customary conditions being satisfied or waived by the issuers.

Under the terms of the exchange offers, eligible holders of the outstanding senior notes will receive new senior notes on a one-to-one basis along with cash consideration for accrued and unpaid interest. For holders who exchanged notes after the early tender date for the late tender notes, the new notes will carry an embedded entitlement to pre-issuance interest covering the period from the early settlement date up to the final settlement date, with the cash payment adjusted accordingly.

The exchange offers and subsequent issuance of New Notes were executed under an exemption from the registration requirements of the U.S. Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission. The press release noted that the offers were made exclusively under the conditions detailed in the offering memorandum and consent solicitation statement and were not registered under state or foreign securities laws.

Primo Brands, known for its varied portfolio of branded beverage offerings and its extensive direct-to-consumer operations, provided no further commentary beyond the settlement details in the announcement. The company cautioned that certain forward-looking statements included in the press release involve risks and uncertainties that may cause actual results to differ materially from those anticipated.

Additional information about the transaction, including final outstanding principal amounts after settlement, was outlined in the press release filed as an exhibit to the Form 8-K.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Primo Brands’s 8K filing here.

About Primo Brands

Primo Brands Corp. is a branded beverage company, which focuses on healthy hydration. It delivers sustainably and domestically sourced diversified offerings across products, formats, channels, price points and consumer occasions, distributed in the United States and Canada. The company provides water filtration units for home and business consumers across North America.