Primo Brands Corp-A 2024年季度报告

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For The Quarterly Period EndedSeptember 30, 2024or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from ________to ________ Commission file number- 001-31410PRIMO BRANDS CORPORATION (Exact name of registrant as specified in its charter) Delaware 99-3483984 (I.R.S. EmployerIdentification Number) (State or other jurisdiction ofincorporation or organization) 1150 Assembly Drive, Suite 800,Tampa, Florida 33607900 Long Ridge Road, Building 2,Stamford, Connecticut 06902 (Address of principal executive offices, including zip code) (813)544-8515 (Registrant's telephone number including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Trading symbol(s) Title of each class Class A common stock, $0.01 parvalue per share PRMB New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yeso No ý Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes ý No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer oNon-accelerated filer ý Accelerated filer oSmaller reporting company oEmerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNoý As of December 13, 2024 there were 314,797,024 shares of Class A common stock, par value $0.01 pershare, and 64,512,579 shares of Class B common stock, par value $0.01 per share, outstanding. Explanatory Note OnNovember 8,2024,Primo Brands Corporation(formerly known as Triton US HoldCo,Inc.),aDelaware corporation (“Primo Brands”, or the “Company”), consummated the transactions contemplatedby that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended bythat certain Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the “ArrangementAgreement”), by and among Primo Water Corporation, a company existing under the laws of Ontario(“Primo Water”), Triton Water Parent, Inc., formerly a Delaware corporation (“BlueTriton”), the Company,formerly a wholly-owned subsidiary of BlueTriton, Triton Merger Sub 1, Inc., formerly a wholly-ownedsubsidiary of the Company (“Merger Sub”), and 1000922661 Ontario Inc., formerly a wholly-ownedsubsidiary of the Company (“Amalgamation Sub”). As contemplated by the Arrangement Agreement: (i)Amalgamation Sub, by way of a court-approved statutory plan of arrangement pursuant to the provisionsof the Business Corporations Act (Ontario), acquired all of the issued and outstanding shares of PrimoWater (other than any such shares held by Amalgamation Sub or any of its affiliates) (“Primo Shares”) inexchange for shares of Class A common stock, par value $0.01 per share, of Primo Brands (the “Class Acommon stock”) on a 1:1 basis, resulting in former equity owners of Primo Water holding shares of ClassA common stock representing approximately 43% of the Fully Diluted Shares (as defined herein),followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with Primo Watersurviving as a wholly-owned subsidiary of Primo Brands (the “Arrangement”); (ii) immediately followingthe Arrangement, Merger Sub was merged with and into BlueTriton (the “Merger”), with BlueTritonsurviving the Merger as a wholly-owned subsidiary of Primo Brands; (iii) immediately following theMerger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving companyin the Merger, was merged with and into Primo Brands (the “Subsequent Merger” and, together with theMerger, the “Mergers” and, collectively with the Arrangement, the “Transaction”), with Primo Brands beingthe surviving corporation in the Subseq