Primo Brands $1.4 billion exchange offers and $3.85 billion financings

Davis Polk advised the dealer managers and solicitation agents in connection with the offers by Primo Water Holdings Inc. and Triton Water Holdings, Inc. to exchange any and all outstanding (i) 3.875% senior notes due 2028 originally issued by Primo for the issuers’ new 3.875% senior secured notes due 2028, (ii) 4.375% senior notes due 2029 originally issued by Primo for the issuers’ new 4.375% senior secured notes due 2029 and (iii) 6.250% senior notes due 2029 originally issued by the Triton issuer for the issuers’ new 6.250% senior notes due 2029. We also advised the dealer managers and solicitation agents with respect to the related solicitation of consents from the holders of the existing notes to amend the indentures governing such notes.

In addition, Davis Polk advised the term facility administrative agent, collateral agent, lead arranger and bookrunner in connection with a $3.1 billion refinancing term loan facility and advised the revolving facility administrative agent, lead arranger and bookrunner in connection with a new $750 million revolving credit facility provided to Primo Brands Corporation and certain of its domestic subsidiaries to finance working capital needs and for other general corporate purposes.

All series of the new notes and the new credit facilities are unconditionally guaranteed by Primo Brands Corporation and its material domestic subsidiaries. The new secured notes and the credit facilities are secured on a first-lien basis by substantially all of the assets of each of the issuers and the guarantors, as well as equity pledges on the stock or other equity interests of Primo Water Corporation and Primo Water Holdings UK Limited, subject to certain customary exceptions.

Primo Brands is a leading North American branded beverage company with a focus on healthy hydration, delivering domestically sourced diversified offerings across products, formats, channels, price points and consumer occasions, distributed in every U.S. state and Canada. Primo Brands has an extensive portfolio of highly recognizable, responsibly sourced and conveniently packaged branded beverages distributed across more than 150,000 retail outlets, including established “billion-dollar brands,” Poland Spring and Pure Life, premium brands like Saratoga and Mountain Valley, regional leaders such as Arrowhead, Deer Park, Ice Mountain, Ozarka, and Zephyrhills, purified brands including Primo Water and Sparkletts, and flavored and enhanced brands like AC+ION and Splash Refresher.

The Davis Polk capital markets team included partners Michael Kaplan and Derek Dostal, counsel Joseph S. Payne and associate Marcos Sauquet Trias. The finance team included partners James A. Florack and Nick Benham, counsel Demian von Poelnitz and associates Amanda Cheng and Matthew Vallade. Partner Mario J. Verdolini provided tax advice. Members of the Davis Polk team are based in the New York and London offices.