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

Item 1.01

On May 18, 2017, the Company completed an internal reorganization
(the Reorganization) to which the Predecessor became a direct,
wholly-owned subsidiary of the Company.The Reorganization created
a holding company structure and was required by the Credit and
Guaranty Agreement, dated December 12, 2016, by and among the
Predecessor and certain of its subsidiaries, various lenders
party thereto and Goldman Sachs Bank USA, as administrative
agent.

To implement the Reorganization, the Predecessor formed the
Company and the Company, in turn, formed New PW Merger Sub, Inc.
(Merger Sub). Merger Sub then merged with and into the
Predecessor (the Merger) in accordance with Section 251(g) of the
Delaware General Corporation Law (the DGCL) and to that certain
Agreement and Plan of Merger, dated as of May 18, 2017, by and
among the Holding Company, the Predecessor and Merger Sub (the
Merger Agreement).The Predecessor survived the Merger as a
direct, wholly-owned subsidiary of the Company and each share of
common stock, par value $0.001, of the Predecessor (Predecessor
Common Stock) issued and outstanding immediately prior to the
Merger automatically converted into an equivalent corresponding
share of Common Stock having the same designations, rights,
powers and preferences and the same qualifications, limitations
and restrictions as the corresponding share of Predecessor Common
Stock being converted.Accordingly, upon consummation of the
Merger, the Predecessors stockholders and other equity holders
immediately prior to the consummation of the Merger became
stockholders and equity holders, as applicable, of the
Company.The former stockholders of the Predecessor will not
recognize gain or loss for U.S. federal income tax purposes as a
result of the conversion of their shares in the Merger.

In connection with the Merger, on May 18, 2017, the Company also
entered into a Compensation Plan and Warrant Assignment Agreement
(the Assignment Agreement) with the Predecessor to which the
Company assumed all of the Predecessors rights and obligations
under all of its equity compensation plans (including sponsorship
thereof) and any subplans, appendices or addendums thereto,
including all rights and obligations with respect to the Primo
Water Corporation 2004 Stock Option Plan, the Primo Water
Corporation Amended and Restated 2010 Omnibus Long-Term Incentive
Plan and the Primo Water Corporation 2010 Employee Stock Purchase
Plan (collectively, the Compensation Plans), and all issued and
outstanding stock options to purchase shares of Predecessor
Common Stock (Stock Options), rights to acquire or vest in a
share of Predecessor Common Stock (Stock Units) and each other
outstanding award of an equity instrument for Predecessor Common
Stock issued thereunder or granted by the Predecessor (Other
Equity Award). At the Effective Time (as defined in the
Assignment Agreement), each Stock Unit, Stock Option and Other
Equity Award was converted into (i) with respect to each Stock
Unit, a right to acquire or vest in the same number of shares of
Common Stock, (ii) with respect to each Stock Option, an option
to purchase a share of Common Stock at an exercise price per
share equal to the exercise price per share of Predecessor Common
Stock subject to such Stock Option immediately prior to the
consummation of the Merger and (iii) with respect to each Other
Equity Award, a right to acquire or vest in, on otherwise the
same terms and conditions as were applicable under the applicable
Compensation Plan or award agreement, the same number and type of
equity interests of the Company as of the Predecessor immediately
prior to the consummation of the Merger. Named executive officers
and other officers participate in certain of the Compensation
Plans. to the Assignment Agreement, the Company also assumed all
of the issued and outstanding warrants to purchase shares of
Predecessor Common Stock, such that each such warrant was
converted into a right to purchase an equal number of shares of
Common Stock. At the Effective Time, the Compensation Plans and
award agreements governing the Stock Options, Stock Units and
Other Equity Awards, and any provision of any other compensatory
plan, agreement or arrangement providing for the grant or
issuance of shares of Predecessor Common Stock were automatically
deemed to be amended to the extent necessary or appropriate to
provide that references to the Predecessor in such awards,
documents and provisions will be read to refer to the Company and
references to shares of Predecessor Common Stock in such awards,
documents and provisions will be read to refer to shares of
Common Stock.

to Section 251(g) of the DGCL, the Merger did not require a vote
of the stockholders of the Predecessor. On May 18, 2017, prior to
the consummation of the Merger, the Company adopted an amended
and restated certificate of incorporation (the Amended and
Restated Company Charter) and previously adopted bylaws (the
Company Bylaws) that are identical to those of the Predecessors
Sixth Amended and Restated Certificate of Incorporation (the
Predecessor Charter) and Amended and Restated Bylaws in effect
immediately prior to the consummation of the Merger (other than
provisions regarding certain technical matters, as permitted by
Section251(g) of the DGCL).

The conversion of Predecessor Common Stock occurred automatically
without an exchange of stock certificates.After the Merger, stock
certificates that previously represented shares of Predecessor
Common Stock now represent the same number of shares of Common
Stock.Effective upon the consummation of the Merger, Common Stock
was listed on The Nasdaq Global Market (Nasdaq) and traded on an
uninterrupted basis under the symbol PRMW with the same CUSIP
number as Predecessor Common Stock and the Predecessor Common
Stock was delisted.

Following consummation of the Merger, the executive officers and
directors of the Company are the same individuals that served as
the executive officers and directors of the Predecessor
immediately prior to the Merger. Each director of the Company was
appointed to the same class and the same committees that such
director previously served on as a director of the Predecessor.

The foregoing descriptions of the Merger Agreement and the
Assignment Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Merger Agreement and the Assignment Agreement, copies of which
are filed asExhibit2.1 andExhibit10.1hereto, respectively, and
the full texts of which are incorporated by reference herein.

Upon consummation of the Merger, each share of Predecessor Common
Stock issued and outstanding immediately prior to the Merger
automatically converted into an equivalent corresponding share of
Common Stock, having the same designations, rights, powers and
preferences and the qualifications, limitations and restrictions
as the corresponding share of Predecessor Common Stock that was
converted.

The information set forth in the Explanatory Note, Item 1.01 and
Item 5.03 is hereby incorporated by reference into this Item3.03.

The information set forth in Item 1.01 above relating to the
directors and executive officers of the Company and the
Predecessor following the Reorganization is incorporated by
reference into this Item5.02.

Upon the effectiveness of the Merger, the Predecessor Charterwas
amended (the Predecessor Charter Amendment) to (i) change the
name of the Predecessor to Primo Water Operations, Inc., (ii)
decrease the authorized number of shares of Predecessor Common
Stock from 70,000,000 shares to 100shares and the authorized
number of shares of preferred stock, par value $0.001 per share,
from 10,000,000 shares to 100 shares. In addition, as required by
Section 251(g) of the DGCL for mergers effected to such
provision, the Predecessor Charter, as amended by the Predecessor
Charter Amendment, provides that any act or transaction by or
involving the Predecessor, as the surviving corporation of the
Merger, other than the election or removal of directors, that
requires for its adoption under the DGCL or the Predecessor
Charter the approval of the stockholders of the Predecessor shall
require the approval of the stockholders of the Company by the
same vote as is required by the DGCL and/or the Predecessor
Charter.

On May 18, 2017, the Company adopted the Amended and Restated
Company Charter and the Company Bylaws, which are identical to
the corresponding documents of the Predecessor immediately prior
to the consummation of the Merger (other than provisions
regarding certain technical matters, as permitted by Section
251(g)).The Company has the same authorized capital stock and the
designations, rights, powers and preferences of such capital
stock, and the qualifications, limitations and restrictions
thereof are the same as that of the Predecessors capital stock
immediately prior to the Merger.

The Amended and Restated Company Charter and the Company Bylaws
are attached hereto asExhibit 3.1andExhibit3.2, respectively, and
are incorporated by reference into this Item5.03.

(d)Exhibits

The following exhibits are furnished herewith:

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.

PRIMO WATER CORPORATION (NASDAQ:PRMW) Recent Trading Information

PRIMO WATER CORPORATION (NASDAQ:PRMW) closed its last trading session down -0.04 at 11.02 with 231,356 shares trading hands.