BlueTriton Brands, Inc. entered into an agreement to acquire Primo Water Corporation (TSX:PRMW) in a reverse merger of equals transaction for $23 million on June 16, 2024. The transaction is structured as an all stock merger of equals. Upon closing of the Transaction, Primo Water shareholders and holders of incentive equity are expected to own 43% of the fully diluted shares of the combined company, and BlueTriton shareholders are expected to own 57% of the fully diluted shares. is expected to be dual headquartered in Tampa, Florida and Stamford, Connecticut. The combined company is expected to initially have a 15-person Board of directors, 7 members of which will be initially appointed by Primo Water, 7 members of which will be initially appointed by BlueTriton and 1 member of which will be mutually agreed. Dean Metropoulos, the current Chairman of the Board of BlueTriton, will serve as Non Executive Chairman of the Board of the combined company. Upon close, Robbert Rietbroek, the current Chief Executive Officer of Primo Water, will serve as Chief Executive Officer, David Hass, the current Chief Financial Officer of Primo Water, will serve as Chief Financial Officer, and Rob Austin, the current Chief Operating Officer of BlueTriton, will serve as Chief Operating Officer. The directors and executive officers of Primo Water, holding an aggregate of approximately 2.1% of the outstanding common shares of Primo Water. The combined company is expected to continue to be listed on the NYSE, subject to approval of such listing by the NYSE. Upon closing of the transaction, the common shares of Primo Water, as a wholly owned subsidiary of NewCo, will no longer be listed on any public market. Primo Water would be required to pay a termination fee equal to $105 million in certain circumstances, including upon termination of the agreement.

The transaction has been approved by board of directors of both companies. The transaction is subject to Primo Water's shareholder approval, expiration of the waiting period under the HSR Act, court approval of the arrangement of Primo Water and regulatory approval. The transaction is expected to close in first half of 2025.

Bank of America Securities acted as exclusive financial advisor and Matthew H. Meyers, Jonathan L. H. Nygren and Adam S. Weinstock of Faegre Drinker Biddle & Reath LLP, Michelle Vigod of Goodmans LLP, and Christian O. Nagler of Kirkland & Ellis LLP acted as legal advisors to Primo Water in the transaction. BMO Capital Markets Corp. acted as financial advisor to Primo Water?s Board of Directors in connection with the transaction. Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. acted as financial advisors and Alexander Johnson, Andrew Elken and Javier Stark of Latham & Watkins LLP and John Leopold and David Massé of Stikeman Elliott LLP acted as legal advisors to BlueTriton. BMO Capital Markets acted as fairness opinion provider to Primo Water. BofA Securitie acted as financial advisor to Primo Water.