UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2024
Primo Water Corporation
(Exact name of registrant as specified in its charter)
Ontario |
001-31410 |
98-0154711 |
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1150 Assembly Dr. |
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33607 |
Suite 800
Tampa, Florida,
United States
(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (813) 544-8515
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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Common shares without nominal or par value
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PRMW
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New York Stock Exchange
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PRMW
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Toronto Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Primo Water Corporation (the “Company” or “Primo Water”) held its Special Meeting of Shareowners (the “Meeting”) on Monday, November 4, 2024 in connection with the arrangement agreement and plan of merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the “Arrangement Agreement”), by
and among the Company, Triton Water Parent, Inc. (“BlueTriton”), Triton US HoldCo, Inc., a wholly-owned subsidiary of
BlueTriton (“NewCo”), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of NewCo (“Merger Sub”), and 1000922661 Ontario Inc., a wholly-owned subsidiary of NewCo (“Amalgamation
Sub”).
As at the record date of October 1, 2024, 160,341,329
common shares were outstanding and entitled to notice of and to vote at the Meeting.
Approval of the Plan of Arrangement
At the Meeting, shareowners passed the special resolution approving the Plan of Arrangement (as defined in the Arrangement Agreement) under section 182 of the Business Corporations Act (Ontario), involving Primo
Water, NewCo, and Amalgamation Sub.
For
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Against
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143,031,470
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187,999
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Advisory Vote on Certain Transaction-Related Executive Compensation
At the Meeting, shareowners approved, on an advisory basis, the payment of certain compensation to
certain of Primo Water’s executive officers that will or may become payable by Primo Water to such executive officers in connection with the consummation of the Arrangement Agreement transactions.
For
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Against
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136,592,979
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6,626,490
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Item 7.01. |
Regulation FD Disclosure.
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On November 4, 2024, the Company issued a press release announcing that, prior to the closing of the business combination with BlueTriton Brands, Inc., NewCo is
expected to change its name and operate the combined business as “Primo Brands Corporation” (“Primo Brands”). The transaction is expected to close on or about November 8, 2024,
and Primo Brands’ Class A common stock is expected to begin trading under the ticker “PRMB” on the New York Stock Exchange (“NYSE”) on November 11, 2024. A copy of the press
release is attached hereto as Exhibit 99.1.
The final Exchange Ratio (as defined in the Arrangement Agreement) for shares of Company common stock will be 1:1 for shares of Primo Brands’ Class A common stock.
Cautionary Note Regarding Forward-Looking Information
This communication contains forward-looking statements and forward-looking information within the meaning of applicable securities legislation, including Section 27A
of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934, conveying management’s expectations as to the future based on plans, estimates and projections at the time of such statements. 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. You can identify forward-looking statements 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. The forward-looking statements contained in this press release include, but are not limited to, statements regarding the anticipated closing date of the Arrangement Agreement
transactions, the anticipated trading of Primo Brands stock on the NYSE and other statements that are not historical facts. The forward-looking statements are based on Primo Water and BlueTriton’s current expectations, plans and estimates. Primo
Water and BlueTriton believe these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Proxy Statement filed by Primo Water on Schedule 14A on
October 7, 2024 and the other documents filed by Primo Water from time to time with the U.S. Securities and Exchange Commission and applicable Canadian securities regulatory authorities. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the
date hereof. Primo Water and BlueTriton assume no obligation and do not undertake to update or revise any of these statements considering new information, future events, or otherwise, except as expressly required by applicable law. Neither
BlueTriton nor Primo Water gives any assurance that expectations will be achieved.
Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Press release issued November 4, 2024.
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104
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Cover Page Interactive Data (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Primo Water Corporation
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November 4, 2024
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By: |
/s/ Marni Morgan Poe
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Marni Morgan Poe
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Chief Legal Officer and Secretary
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