8-K12G3
filed November 8, 2024, 6:59 PM ET
ticker PRMB
CIK 0002042694
M&A
confidence high
sentiment neutral
materiality 0.90
Primo Brands Corp (PRMB): auditor change — Primo Brands completes merger of Primo Water and BlueTriton; begins trading as PRMB on NYSE
Primo Brands Corp
- Merger closed Nov 8; former Primo Water shareholders get ~43% of combined entity, BlueTriton owner ~57%.
- Primo Brands Class A common stock (PRMB) to trade on NYSE starting Nov 11, replacing Primo Water listing.
- Total outstanding: 314.5M Class A, 64.5M Class B shares; ORCP Stockholders subject to 3-month lockup.
- Stockholders Agreement grants ORCP consent rights over major actions and registration rights after lockup.
- Company becomes successor issuer under Rule 12g-3; amended charter and bylaws effective.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.95
Primo Brands Corp dismissed Ernst & Young LLP as its auditor.
- Action
- dismissal
- Auditor
- Ernst & Young LLP
Exact text from the filing
On November 8, 2024 the Audit Committee of the Board dismissed Ernst & Young LLP ("E&Y"), BlueTriton’s independent registered public accounting firm prior to the consummation of the Transaction.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.95
Primo Brands Corp engaged PricewaterhouseCoopers LLP as its auditor.
- Action
- engagement
- Auditor
- PricewaterhouseCoopers LLP
Exact text from the filing
Effective upon consummation of the Transaction, the Audit Committee of the Board approved the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm effective November 8, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Ausher was appointed as Chief Accounting Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Accounting Officer
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Scott Spielvogel resigned as Director at Primo Brands Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Resignation of Director Immediately prior to the consummation of the Transaction, the resignation of R. Scott Spielvogel from the Board went into effect, and Mr. Spielvogel will not serve as a member of the Board following the consummation of the Transaction.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Austin was appointed as Chief Operating Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Operating Officer
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Hass was appointed as Chief Financial Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tony W. Lee resigned as Secretary and Treasurer at Primo Brands Corp.
- Action
- resigned
- Role
- Secretary and Treasurer
Exact text from the filing
Resignation of Officers Effective as of the consummation of the Transaction, R. Scott Spielvogel and Tony W. Lee resigned their positions as President and as Secretary and Treasurer, respectively, of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hih Song Kim was appointed as Chief Administrative Officer & Assistant Corporate Secretary at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Administrative Officer & Assistant Corporate Secretary
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robbert Rietbroek was appointed as Chief Executive Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Scott Spielvogel resigned as President at Primo Brands Corp.
- Action
- resigned
- Role
- President
Exact text from the filing
Resignation of Officers Effective as of the consummation of the Transaction, R. Scott Spielvogel and Tony W. Lee resigned their positions as President and as Secretary and Treasurer, respectively, of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marni Morgan Poe was appointed as General Counsel & Corporate Secretary at Primo Brands Corp.
- Action
- appointed
- Role
- General Counsel & Corporate Secretary
Exact text from the filing
Immediately upon consummation of the Transaction, the executive officers of the Company are: (i) Robbert Rietbroek, as Chief Executive Officer; (ii) David Hass, as Chief Financial Officer; (iii) Robert Austin, as Chief Operating Officer, (iv) Jason Ausher, as Chief Accounting Officer; (v) Marni Morgan Poe, as General Counsel & Corporate Secretary; and (vi) Hih Song Kim, as Chief Administrative Officer & Assistant Corporate Secretary.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Primo Brands Corp underwent a change of control involving former holders of Primo Shares and the Initial ORCP Stockholder (closed 2024-11-08).
- Action
- change of control
- Counterparty
- former holders of Primo Shares and the Initial ORCP Stockholder
- Closing
- 2024-11-08
Exact text from the filing
consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger
View on SEC.gov
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