| Item 7.01. | Regulation FD Disclosure. |
On October 8, 2020, Primo Water Corporation (the “Company”) issued a press release announcing the proposed offering by the Company’s wholly owned subsidiary, Primo Water Holdings Inc. (the “Issuer”), of €450 million in aggregate principal amount of 3.875% Senior Notes due 2028 (the “New Notes”).
On October 8, 2020, the Company also issued a press release announcing that the Issuer priced the previously announced offering (the “New Notes offering”) of the Issuer’s €450 million in aggregate principal amount of 3.875% Senior Notes due 2028. The New Notes will mature on October 31, 2028 and interest on the New Notes will accrue and be payable semi-annually in arrears on April 30 and October 31 of each year, commencing on April 30, 2021 at the rate of 3.875% per annum. The New Notes will yield gross proceeds to the Issuer of €450 million.
The New Notes will be guaranteed by the Company and certain of the Company’s existing subsidiaries that are obligors under the Company’s senior secured credit facility, 5.50% Senior Notes due 2024 (the “2024 Notes”) and 5.50% Senior Notes due 2025. Certain of the Company’s subsidiaries will not be guarantors of the New Notes.
The net proceeds from the New Notes offering, together with borrowings under the Company’s revolving credit facility, will be used to redeem all of the Company’s outstanding 2024 Notes and to pay the related premium, fees and expenses. In connection therewith, on October 8, 2020, the Company caused to be delivered to holders of its 2024 Notes a notice of conditional full redemption for all €450 million of its 2024 Notes. The redemption is conditioned upon the Issuer having received at least €450.0 million in gross proceeds from the New Notes offering. The expected redemption date is October 22, 2020. On or about the redemption date, the Company expects to borrow approximately $21.9 million under its revolving credit facility to be used in connection with the New Notes offering fees and expenses and the payment of the redemption premium, fees and expenses.
The New Notes and the related guarantees will be offered to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act. This Current Report on Form 8-K (“Current Report”) does not constitute an offer to sell or the solicitation of an offer to buy the Notes or a notice of redemption of the 2024 Notes. Any offers of the New Notes will be made only by means of a private offering memorandum. The New Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws.
The press release relating to the launch of the New Notes offering is attached hereto as Exhibit 99.1. The press release relating to the pricing of the New Notes offering is attached hereto as Exhibit 99.2. The information “furnished” pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
On October 8, 2020, the Issuer, the Company and certain other subsidiaries of the Company (collectively with the Company, the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with certain initial purchasers named in Schedule I therein (the “Initial Purchasers”) for a private placement offering of the New Notes. Pursuant to the Purchase Agreement, the Initial Purchasers agreed to purchase the New Notes.
Among other things, pursuant to the Purchase Agreement, the Company, the Issuer and each of the other Guarantors: (i) agreed, for a period of 60 days, not to, without the prior written consent of Merrill Lynch International, as representative of the Initial Purchasers, offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company or the Issuer substantially similar to the New Notes or securities convertible into or exchangeable for such debt securities of the Company or the Issuer, or sell or grant options, rights or warrants with respect to such debt securities of the Company or the Issuer or securities convertible into or exchangeable for such debt securities of the Company or the Issuer; and (ii) agreed to indemnify the Initial Purchasers with respect to certain aspects of the New Notes offering. The Purchase Agreement also contains customary representations, warranties and agreements by the Issuer, the Company and each of the other Guarantors.
The New Notes were offered and are anticipated to be sold by the Issuer to the Initial Purchasers at a price set forth in the Purchase Agreement in reliance on an exemption pursuant to Section 4(a)(2) of the Securities Act and other applicable laws. Delivery to the Initial Purchasers of, and payment for, the New Notes is anticipated to be made on or about October 22, 2020. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In Canada, the New Notes will be offered and sold on a private placement basis in certain provinces to accredited investors in reliance on available exemptions from the prospectus requirement of applicable Canadian securities laws.
