8-K12G3/A
filed November 12, 2024, 6:59 PM ET
ticker PRMB
CIK 0002042694
M&A
confidence high
sentiment neutral
materiality 1.00
Primo Brands Corp (PRMB): M&A transaction — Primo Brands completes merger of Primo Water and BlueTriton; stock to trade under PRMB
Primo Brands Corp
- Combined company renamed Primo Brands; Class A common stock to list on NYSE under PRMB on Nov 11.
- Former Primo Water shareholders receive ~43% of combined entity; BlueTriton owner ORCP gets ~57%.
- ORCP issued 154.1M Class A and 64.5M Class B shares; lockup on transfers for three months.
- Stockholders Agreement grants ORCP consent rights over key actions and registration rights.
- C. Dean Metropoulos named non-executive chair; Jerry Fowden appointed lead independent director.
Key facts
Extracted from this filing and checked against the source text.
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
Jason Ausher was appointed as Chief Accounting Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Accounting Officer
Exact text from the filing
Appointment of Officers 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
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
Appointment of Officers 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
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
Appointment of Officers 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
David Hass was appointed as Chief Financial Officer at Primo Brands Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Appointment of Officers 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 0.9
C. Dean Metropolous was appointed as Chairman of the Board at Primo Brands Corp.
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
The business and affairs of the Company are managed by or under the direction of the Board, which is chaired by Mr. Metropoulos.
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
Appointment of Officers 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
Appointment of Officers 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
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Primo Brands Corp: Upon consummation of the Transaction, the certificate of incorporation was amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Primo Brands Corp: Upon consummation of the Transaction, the bylaws were amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
Upon consummation of the Transaction, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Primo Brands Corp underwent a change of control involving Primo Water Corporation and BlueTriton (closed 2024-11-08).
- Action
- change of control
- Counterparty
- Primo Water Corporation and BlueTriton
- Closing
- 2024-11-08
Exact text from the filing
consummated the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.