Primo Water Corporation (NYSE: PRMW) (TSX: PRMW), today announced that its wholly owned subsidiary, Primo Water Holdings Inc., intends, subject to market and other customary conditions, to offer €450 million aggregate principal amount of senior notes due 2028. in a private offering. The Notes and the related guarantees will be offered, by the initial purchasers, only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act and other applicable laws and, if an investor is a resident of a member state of the European Economic Area or the United Kingdom, only to such an investor that is a qualified investor. The Notes will be guaranteed by Primo and certain of its existing subsidiaries that are obligors under the Company's senior secured credit facility, 5.50% Senior Notes due 2024 and 5.50% Senior Notes due 2025.
The Issuer intends to use the net proceeds from this offering, together with borrowings under the Company's revolving credit facility, to redeem all of Primo's outstanding 2024 Notes and to pay the related premium, fees and expenses (the "Redemption").
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities, nor does it constitute an offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute a notice of redemption of the 2024 Notes. The Notes may be offered and sold in Canada 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.
