PRIMO WATER CORPORATION (NASDAQ:PRMW) Files An 8-K Other EventsItem 8.01 Other Events.
On May 29, 2018, Primo Water Operations, Inc. (“Primo Water Operations”), a wholly-owned subsidiary of Primo Water Corporation (the “Company”), called for redemption of all of its 9-1/16% Junior Subordinated Deferrable Interest Debentures due 2028 (the “Debentures”) held by Glacier Water Trust I, a Delaware statutory trust and indirect, wholly-owned subsidiary of the Company (“Glacier Trust”), in accordance with the terms of the Debentures and the Junior Subordinated Indenture dated as of January 27, 1998, as amended (the “Indenture”) between Primo Water Operations (as successor in interest to Glacier Water Services, Inc.) and Wilmington Trust Company, as trustee (the “Trustee” and such transaction, the “Debenture Redemption”).
The redemption notice provided by Primo Water Operations to the Trustee in connection with the Debenture Redemption is revocable by Primo Water Operations at any time prior to the consummation of the Debenture Redemption. Assuming the Debenture Redemption notice is not revoked by Primo Water Operations, the Debentures will be redeemed on June 29, 2018 at a redemption price equal to 50% of the principal amount thereof, which is $87,628,850, plus accrued and unpaid interest thereon of $308,831 (or $3.5243 per each $1,000 aggregate principal amount of Debentures redeemed).
Additionally, on May 29, 2018, Primo Water Operations instructed Wilmington Trust Company, as property trustee (the “Property Trustee”) under the Amended and Restated Trust Agreement of Glacier Trust, dated as of January 27, 1998 (as amended, the “Trust Agreement”), by and among Primo Water Operations (as successor in interest to Glacier Water Services, Inc.), Wilmington Trust Company as property trustee and Delaware trustee, and the administrative trustees named therein, to issue a revocable notice of redemption (the “Glacier Trust Redemption Notice”) of all outstanding capital securities of Glacier Trust (the “Trust Securities” and such transaction the “Trust Securities Redemption”). The Glacier Trust Redemption Notice is revocable by Primo Water Operations at any time prior to the consummation of the Trust Securities Redemption.
Assuming the Glacier Trust Redemption Notice is not revoked by Primo Water Operations, and contingent upon and immediately following the consummation of the Debenture Redemption, the Company will cause the Trustee to apply all of the proceeds of the Debenture Redemption to the redemption of all outstanding Trust Securities, including the preferred Trust Securities, CUSIP No. 376398202, which have a liquidation amount of $25 per preferred Trust Security, for an aggregate redemption price of $87,937,681, consisting of $87,628,850 in aggregate liquidation amount and $308,831 in aggregate accumulated but unpaid distributions.
The Company is financing the proposed Debenture Redemption and subsequent Trust Securities Redemption through a combination of resources, including cash on hand raised in the Company’s recent follow-on offering of its common stock.
The Debenture Redemption is being made only by means of a notice of redemption by the Trustee to the holders of the Debentures in accordance with the terms of the Indenture. Additionally, the Trust Securities Redemption is being made only by means of a notice of redemption by the Property Trustee to the holders of the Trust Securities in accordance with the terms of the Trust Agreement. This Current Report on Form 8-K does not constitute a notice of redemption or purport to satisfy any other requirement for redemption of either the Debentures or the Trust Securities.
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.