PRIMO WATER CORPORATION (NASDAQ:PRMW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.

On May 17, 2018, Primo Water Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C. and BMO Capital Markets Corp., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 4,643,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 696,450 shares of Common Stock. The net proceeds to the Companyfrom this offering are expected to be approximately $61.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The offering is expected to close on or about May 22, 2018, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages arising out of or in connection with the offering, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. In addition, to the terms of the Underwriting Agreement, each of the Company’s directors and executive officers have entered into “lock-up” agreements with the Underwriters that, subject to certain exceptions, generally prohibit, without the prior written consent of the Representatives, the sale, transfer or other disposition of the Company’s securitiesfor a period of 90 days fromthe date of the Underwriting Agreement.

The offering is being made to an effective registration statement on Form S-3 (Registration Statement No. 333-221938) previously filed by the Company with the Securities and Exchange Commission and a prospectus supplement thereunder. The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of K&L Gates LLP relating to the legality of the issuance and sale of the Common Stock in the offering is attached as Exhibit 5.1 hereto.

On each of May 14, 2018 and May 18, 2018, the Company issued a press release with respect to the offering. These press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively.

(d) Exhibits.

Primo Water Corp Exhibit
EX-1.1 2 ex_114837.htm EXHIBIT 1.1 ex_114837.htm Exhibit 1.1   Primo Water Corporation   Common Stock,…
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About PRIMO WATER CORPORATION (NASDAQ:PRMW)

Primo Water Corporation is a provider of multi-gallon purified bottled water, self-service refill water and water dispensers. The Company’s products are sold through various retailers in the United States and Canada. The Company conducts its operations through two segments: Primo Water (Water) and Primo Dispensers (Dispensers). The Water segment sales consist of the sale of multi-gallon purified bottled water (Exchange) and its self-service filtered drinking water (Refill). The Dispensers segment sells water dispensers that are designed to dispense Primo and other dispenser-compatible bottled water. The Company sources three- and five-gallon water bottles from various independent vendors for use in Exchange. The Company sources and markets approximately two lines of water dispensers, consisting of over 40 models. The Company’s products are offered in each of the United States and in Canada at approximately 25,700 combined retail locations.