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

Item 1.02 Termination of a Material Definitive Agreement.

On December 12, 2016, in connection with the closing of the
Merger (as defined in Item 2.01 below), Primo used proceeds from
the Credit Agreement to (i) repay in full $23.2 million,
constituting all aggregate outstanding indebtedness, including
principal, interest, fees and all other amounts due in connection
with such repayment under Primos (a) Senior Secured Floating Rate
Revolving Note, dated June 20, 2014 (the Floating Rate Revolving
Note) and (b) 7.80% Senior Secured Fixed Rate Term Note, dated
June 20, 2014 (the Fixed Rate Term Note); and (ii) terminate all
obligations under the Floating Rate Revolving Note, the Fixed
Rate Term Note and that certain Note Purchase Agreement, dated
June 20, 2014, by and among Primo, Primo Products, LLC, Primo
Direct, LLC, Primo Refill, LLC, Primo Ice, LLC, Primo Refill
Canada Corporation, The Prudential Life Insurance Company of
America and PICA Hartford Life Insurance Comfort Trust, as
amended by that certain First Amendment to Note Purchase
Agreement, dated as of March 7, 2016, and as further amended by
that certain Second Amendment to Note Purchase Agreement, dated
as of October 28, 2016(as amended, the Prudential Note Purchase
Agreement and, collectively with the Floating Rate Revolving Note
and Fixed Rate Term Note, the Prudential Note Documents). In
connection with the payoff, the security interests granted to the
Prudential Note Documents were terminated and released. The $23.2
million repayment by Primo includes an early termination
prepayment penalty of $2.8 million.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On December 12, 2016, to the Agreement and Plan of Merger (the
Merger Agreement), dated October 9, 2016, by and among the
Company, Primo Subsidiary Inc., a Delaware corporation and
wholly-owned subsidiary of the Company (Merger Sub), Glacier
Water Services, Inc., a Delaware corporation (Glacier), and David
Shladovsky (the Stockholder Representative), the Company
completed the merger of Merger Sub with and into Glacier (the
Merger). Following the Merger, Glacier will continue as a wholly
owned subsidiary of the Company. The completion of the
acquisition follows the requisite approval of the merger by
Glaciers stockholders, which was obtained by the solicitation of
written consents.

Under the terms of the Merger Agreement, at the effective time of
the Merger, each outstanding share of Glacier common stock (other
than shares for which appraisal rights under Delaware law were
properly exercised) was converted into the right to receive
approximately (i) $12.18 in cash, (ii) 0.87 of a share of Primo
common stock and (iii) a warrant to purchase 0.55 of a share of
Primo common stock (collectively, the Per Share Merger
Consideration). In addition, each outstanding Glacier stock
option was cancelled and each holder of Glacier stock options
received, in exchange for such options and in accordance with the
terms of the Merger Agreement, consideration based on the
difference between the value of the Per Share Merger
Consideration (less the value ascribed to the warrants to
purchase shares of Primo common stock) and the per share exercise
price of such Glacier stock option. In addition, each minority
LLC common unit of Glacier Water Holdings, LLC was cancelled and
terminated, and Glacier Water Holdings, LLC received Per Share
Merger Consideration for each minority LLC common unit that it
would have been entitled to receive if each such minority LLC
common unit were instead one share of Glacier common stock.

Primo paid approximately $273.0 million in aggregate
consideration in connection with the Merger subject to the terms
of the Merger Agreement, consisting of (i) approximately $50.0
million in cash, (ii) approximately $36.0 million in shares of
Primo common stock, (iii) the assumption or retirement of
approximately $177.0 million of net indebtedness and preferred
interests and (iv) the issuance of five-year warrants to purchase
2,000,000 shares of Primo common stock at an exercise price equal
to $11.88 per share of Primo common stock. Primo financed the
transaction through a combination of available cash-on-hand
and$186.0 million under the Credit Agreement Term Loan Facility.

The foregoing summary of the Merger Agreement and the Merger does
not purport to be a complete description and is subject to, and
is qualified in its entirety by, the full text of the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to Primos
Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the SEC) on October 11, 2016 and is
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated in this
Item 2.03 by reference.

Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers

In connection with the Merger, on December 12, 2016, Charles A.
Norris, formerly Chairman of Glaciers board of directors, was
appointed as a member of Class III of Primos board of directors,
effective as of the closing of the Merger, for a term that
expires at Primos 2019 Annual Meeting of Stockholders. Mr. Norris
was appointed to the Primo board of directors to the terms of the
Merger Agreement, which required that, upon the closing of the
Merger, Primo would use its reasonable best efforts to cause its
board of directors to appoint Mr. Norris to Primos board of
directors.

Mr. Norris served as Chairman of Glaciers Board of Directors
since June 2001. Mr. Norris is the retired President of McKesson
Water Products Company, a bottled water company and wholly-owned
subsidiary of McKesson Corporation, where he served as President
from 1990 until he retired in October 2000. From 1981 to 1990,
Mr. Norris served as President of Deer Park Spring Water Company
(now a subsidiary of Nestl Waters North America) and served in
various operational executive positions with Nestl in both
Switzerland and the United States from 1973 to 1985. Mr. Norris
is a past Chairman of the International Bottled Water
Association, and he is the current Chairman of the Board of
Freshpet, Inc. (Nasdaq: FRPT), a pet food company located in
Secaucus, New Jersey.

Item 8.01 Other Events

On December 12, 2016, Primo issued a press release announcing the
completion of the Merger referred to in Item 2.01 above. A copy
of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The historical financial statements of Glacier were previously
reported by Primo in the Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-214200) filed with the SEC on
November 29, 2016 and are not required to be included in this
Current Report on Form 8-K to General Instruction B.3 of Form
8-K.

(b) Pro Forma Financial Information

Unaudited pro forma financial information was previously reported
by Primo in the Amendment No. 1 to the Registration Statement on
Form S-4 (File No. 333-214200) filed with the SEC on November 29,
2016 and is not required to be included in this Current Report on
Form 8-K to General Instruction B.3 of Form 8-K.

(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 -0.26 at 12.15 with 70,114 shares trading hands.