8-K

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): June 16, 2011

PRIMO WATER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34850	30-0278688
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

104 Cambridge Plaza Drive Winston-Salem, NC	27104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 336-331-4000

Not Applicable

(Former name or former address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2011, Primo Water Corporation (the “Company”) and certain stockholders of the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named therein, in connection with the public offering of a total of 6,900,000 shares of common stock of the Company (the “Offering”), consisting of 3,751,313 shares sold by the Company and 3,148,687 shares sold by certain selling stockholders (including Culligan International Company), at a public offering price of $11.26 per share. The underwriters of the Offering were granted and exercised in full their over-allotment option to purchase 900,000 shares of common stock from the Company and Culligan International Company. The Underwriting Agreement contains customary representations, warranties and covenants. In the Underwriting Agreement, the Company and the selling shareholders also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The closing of the Offering (including the underwriters’ exercise of their over-allotment option) occurred on June 22, 2011. The net proceeds to the Company from the Offering were approximately $39.6 million, after deducting underwriting discounts and commissions and estimated expenses of the Offering. The Company intends to use the net proceeds received from the Offering to repay all outstanding borrowings under its revolving credit facility and for working capital and general corporate purposes, including establishing new store locations for its water bottle exchange and refill vending services. The Company did not receive any proceeds from the sale of shares by the selling stockholders.

The Offering was made pursuant to a prospectus dated June 16, 2011, filed as part of the Company’s registration statement on Form S-1 (Registration No. 333-173554), as amended (the “Registration Statement”).

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement.

Item 8.01 Other Events.

On June 17, 2011, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

On June 22, 2011, the Company issued a press release announcing the underwriters’ exercise of the over-allotment option and the completion of the Offering. A copy of this press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.		Exhibit Description
	99.1	Press Release dated June 17, 2011
	99.2	Press Release dated June 22, 2011

Signature

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.

	PRIMO WATER CORPORATION
Date: June 22, 2011	By:	/s/ Mark Castaneda
		Name:	Mark Castaneda
		Title:	Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
June 16, 2011	001-34850

PRIMO WATER CORPORATION

EXHIBIT INDEX

Exhibit No.		Exhibit Description
	99.1	Press Release dated June 17, 2011
	99.2	Press Release dated June 22, 2011

EX-99.1

Exhibit 99.1

Contact:
Primo Water Corporation
Mark Castaneda, Chief Financial Officer
(336) 331-4000

ICR Inc.
John Mills
Katie Turner
(646) 277-1228

Primo Water Announces Pricing of Public Offering of 6,000,000 Shares of Common Stock

WINSTON-SALEM, N.C., June 17, 2011 — (GLOBE NEWSWIRE) — Primo Water Corporation (Nasdaq: PRMW) today announced the pricing of an underwritten public offering of 6,000,000 shares of common stock, consisting of 3,421,369 shares to be sold by Primo Water and 2,578,631 shares to be sold by certain selling stockholders (including Culligan International Company), at a price to the public of $11.26 per share. The net proceeds to Primo Water, after underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $36.1 million. Primo Water will not receive any proceeds from the sale of the shares by the selling stockholders. The offering is expected to close on or about June 22, 2011, subject to satisfaction of customary closing conditions. Primo Water and Culligan International Company have granted the underwriters a 30 day option to purchase up to an additional 900,000 shares at the public offering price, less the underwriting discount, to cover over-allotments, if any.

Primo Water intends to use the net proceeds received by it from the offering to repay all outstanding borrowings under its revolving credit facility and for working capital and general corporate purposes, including establishing new store locations for its water bottle exchange and refill vending services.

Stifel Nicolaus Weisel is acting as sole book-running manager for the offering, and BB&T Capital Markets, Janney Montgomery Scott and Signal Hill are acting as co-managers.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on June 16, 2011. The offering of these securities will be made only by means of a prospectus, copies of which may be obtained from Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by calling 415-364-2720.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Primo Water Corporation

Primo Water Corporation is a rapidly growing provider of three-and five-gallon purified bottled water, self-serve filtered drinking water and water dispensers sold through major retailers throughout the United States and Canada. Primo Water’s products provide an environmentally friendly, economical, convenient and healthy solution for consuming purified water.

Forward-Looking Statements

This press release contains forward-looking statements that are based on the beliefs and assumptions of Primo Water’s management and on information currently available to its management. Forward-looking statements include information concerning the expected closing date of the offering and Primo Water’s anticipated use of the net proceeds received by it from the offering. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Primo Water’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks are discussed in greater detail in the “Risk Factors” section of the registration statement relating to the public offering described herein and in other documents filed by Primo Water with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent the beliefs and assumptions of Primo Water’s management only as of the date hereof.

Except as required by law, Primo Water assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

EX-99.2

Exhibit 99.2

Contact:
Primo Water Corporation
Mark Castaneda, Chief Financial Officer
(336) 331-4000

ICR Inc.
John Mills
Katie Turner
(646) 277-1228

Primo Water Announces Underwriters’ Exercise
of Over-Allotment Option and Completion of
Public Offering of 6,900,000 Shares of Common Stock

WINSTON-SALEM, N.C., June 22, 2011 — (GLOBE NEWSWIRE) — Primo Water Corporation (Nasdaq: PRMW) announced the closing today of an underwritten public offering of 6,900,000 shares of common stock, consisting of 3,751,313 shares sold by Primo Water and 3,148,687 shares sold by certain selling stockholders (including Culligan International Company), at a price to the public of $11.26 per share. The underwriters of the public offering were granted and exercised in full their over-allotment option to purchase 900,000 shares of common stock from the Company and Culligan International Company. The net proceeds to Primo Water from the offering were approximately $39.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. Primo Water did not receive any proceeds from the sale of the shares by the selling stockholders.

Primo Water intends to use the net proceeds received from the offering to repay all outstanding borrowings under its revolving credit facility and for working capital and general corporate purposes, including establishing new store locations for its water bottle exchange and refill vending services.

Stifel Nicolaus Weisel acted as sole book-running manager for the offering. BB&T Capital Markets, Janney Montgomery Scott and Signal Hill acted as co-managers.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on June 16, 2011. The offering of these securities is being made only by means of a prospectus, copies of which may be obtained from Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by calling 415-364-2720.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Primo Water Corporation

Primo Water Corporation is a rapidly growing provider of multi-gallon purified bottled water, self-serve filtered drinking water and water dispensers sold through major retailers throughout the United States and Canada. Primo Water’s products provide an environmentally friendly, economical, convenient and healthy solution for consuming purified water.

Forward-Looking Statements

This press release contains forward-looking statements that are based on the beliefs and assumptions of Primo Water’s management and on information currently available to its management. Forward-looking statements include information concerning Primo Water’s anticipated use of the net proceeds received by it from the offering. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Primo Water’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks are discussed in greater detail in the “Risk Factors” section of the registration statement relating to the public offering described herein and in other documents filed by Primo Water with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent the beliefs and assumptions of Primo Water’s management only as of the date hereof.

Except as required by law, Primo Water assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.