Primo Water Corp. and an affiliate of BlueTriton Brands Inc. have entered into a definitive agreement to create a healthy hydration company named NewCo. The all-stock transaction was unanimously approved by their companies' respective boards of directors. Upon the transition closing, BlueTriton shareholders are expected to own 57% of the fully diluted shares of the combined company, and Primo Water shareholders and holders of incentive equity are expected to own 43% of its fully diluted shares.
NewCo is expected to be dual headquartered in Tampa, Fla., and Stamford, Conn. 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 CEO of Primo Water, will serve as CEO; David Hass, the current CFO of Primo Water, will retain that position for the new company; and Rob Austin, the current COO of BlueTriton, will serve as COO.
“We are excited to combine Primo Water with BlueTriton to create a leading North American pure-play healthy hydration company. The transaction is expected to deliver significant value to our shareholders along with the opportunity to participate in the long-term upside potential of the combined company, which will build upon and complement our existing healthy hydration platform,” said Primo Water CEO Rietbroek. “The combined company will benefit from a diversified portfolio of iconic brands, a national footprint and the strength of the combined delivery platform to better serve customers anywhere and any way they hydrate.”
“The combination of BlueTriton and Primo Water enables our iconic, trusted brands, many with over 100 years of rich heritage, to further expand distribution and reach a broader base of customers with healthy hydration solutions. With greater presence, we also believe that we will have greater ability to positively impact our communities, invest in water stewardship, and bring circular packaging and refillable options to more people in more places,” said Joey Bergstein, CEO of BlueTriton.
The transaction combines the complementary strengths of Primo Water and BlueTriton to create a North American company focused on pure-play healthy hydration with diversified offerings across products, formats, channels and consumer occasions. The combined company will have a combined net revenue and adjusted EBITDA, inclusive of $200 million in estimated cost synergies, of $6.5 billion and $1.5 billion, respectively, for the twelve-month period ended March 31.
