Primo Brands Corporation · NYSE:PRMB
Primo Brands — Merger or Acquisition (June 2024)
35 slides from Primo Brands's merger presentation, Jun 17, 2024
Slide 1: Creating A Leading North American Pure-Play Healthy Hydration Company
+ Creating A Leading North American Pure-Play Healthy Hydration Company June 17, 2024
Slide 2: Cautionary Statements
Cautionary Statements Cautionary Note Regarding Forward-Looking Information This presentation contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation, including Section 27A of the Securities Act of 1933 and Section
Slide 3: Introducing Our Chairman and Management Team
Introducing Our Chairman and Management Team Today’s Speakers Dean Metropoulos Robbert Rietbroek David Hass Chairman CEO CFO 3 STRICTLY PRIVATE AND CONFIDENTIAL +
Slide 4: Agenda
Agenda 1 Introducing NewCo 5 2 Transaction Overview 9 3 Strategic Rationale 16 4 Q&A 31 4 STRICTLY STRICTLY PRIVATE PRIVATE AND AND CONFIDENTIAL + CONFIDENTIAL
Slide 5: Introducing NewCo
j Ne + As BLUETRITON PRIMO 1) Introducing NewCo
Slide 6: Introducing NewCo: A Leading North American Pure-Play Healthy Hydration Company
Introducing NewCo: A Leading North American Pure-Play Healthy Hydration Company ~$6.5Bn ~$1.5Bn / ~23% ~4.0% – 5.0% LTM (3/31/24) LTM (3/31/24) Targeted Combined Normalized Combined Combined Adj. EBITDA/ Capex as a % of Net Revenue Net Revenue Adj. EBITDA Margin(1,4,6) Going Forward(2) ~3.0x >$565MM
Slide 7: Combination of BlueTriton and Primo Water, Longstanding North American Pure-Play Healthy Hydration Businesses
Combination of BlueTriton and Primo Water, Longstanding North American Pure-Play Healthy Hydration Businesses • Since 1845, BlueTriton’s water brands have served • Publicly-traded since 1986, Primo Water (PRMW) is a consumers across North America. Long-operated as North America-focused, branded pure
Slide 8: Combination Highlights
Combination Highlights Creates a Leading National Platform Combines two complementary businesses across channels, formats, geographies and usage occasions Large & Growing Water Category With Attractive Long-Term Consumer Trends Consumers are increasingly focused on health and wellness, widening the
Slide 9: Transaction Overview
j Ne + As BLUETRITON PRIMO 2) Transaction Overview
Slide 10: Transaction Overview (1/3)
Transaction Overview (1/3) • BlueTriton and Primo Water have agreed to merge to create a leading North American pure-play healthy hydration company • Transaction is structured as an all-stock merger of equals Structure / Consideration • Upon closing, Primo Water's current shareholders and holders of
Slide 11: Transaction Overview (2/3)
Transaction Overview (2/3) • Robbert Rietbroek, CEO of Primo Water, will be the CEO of NewCo • David Hass, CFO of Primo Water, will be the CFO of NewCo Management Team • Rob Austin, COO of BlueTriton, will be the COO of NewCo & Headquarters • NewCo expects to maintain dual-headquarters, continuing t
Slide 12: Transaction Overview (3/3)
Transaction Overview (3/3) Pre-Transaction Post-Transaction All-Stock Merger NYSE/TSX: PRMW Market Cap: ~$3.6Bn(1) 43% economic ownership + up to ~$0.82/share 57% economic ownership dividend to shareholders pre-closing(2) Chairman: Dean Metropoulos Owned by: Expected to close in 1H 2025 CEO: Robbert
Slide 13: Scaled Portfolio of Iconic Brands…
Scaled Portfolio of Iconic Brands… Leading Brand Portfolio $1Bn+ Brand $1Bn+ Brand Note: Selected brands referenced 13 + STRICTLY PRIVATE AND CONFIDENTIAL
Slide 14: …With a Diversified Offering Across Products, Geographies and Channels…
…With a Diversified Offering Across Products, Geographies and Channels… Combined Net Revenue Breakdown(1) By Business Line(2) By Channel(3) Refill/Filtration/Dispensers (4) 4% Residential Water Direct/Exchange 20% 40% Retail 55% (5) Retail Commercial 56% 25% Notes: 1. Represents 2023A. Combined fina
Slide 15: …Serving Customers Anywhere and Anyway They Hydrate
…Serving Customers Anywhere and Anyway They Hydrate BRANDS FORMAT / OFFERINGS Retail Dispensers Water Direct Refill / Exchange Filtration + CHANNELS USAGE OCCASIONS 12AM 12PM 12AM MORNING MID-DAY EVENING Retail Home Foodservice Getting ready, At work, out Evening wind down, morning commute, and abou
Slide 16: Strategic Rationale
j Ne + As BLUETRITON PRIMO 3» Strategic Rationale
Slide 17: Compelling Strategic Rationale
Compelling Strategic Rationale 1 Large and Growing Category with Attractive Long-Term Consumer Trends 2 Portfolio of Iconic Brands with Leadership Position Across Channels 3 Focused Sustainability Efforts in the Industry + 4 Diversified, Scaled Hydration Offering with National Footprint 5 Powerful F
Slide 18: Bottled Water is One of the Largest Components of the ~$135Bn U.S. Beverage Category
1 Bottled Water is One of the Largest Components of the ~$135Bn U.S. Beverage Category ~$135Bn U.S. Beverage Category Size Retail Sales Value of U.S. Bottled Water Category (2023A Retail Sales, $ in billions) Others (2) ($ in billions) Sports Drinks $5 $11 $25 $24 RTD Coffee & Tea $21 $11 $19 $18 So
Slide 19: Water Category is Large and Diversified Across Formats
1 Water Category is Large and Diversified Across Formats U.S. Water Consumption Fragmented by Consumer Choice Representative Products Across Formats: (Drinking Water by Market Type, consumption in billions of gallons) Filtered Tap Bottled Water ~38Bn Gallons Across All Water Categories POU (Standalo
Slide 20: Combined Portfolio of Iconic Brands is a Retail Category Leader
2 Combined Portfolio of Iconic Brands is a Retail Category Leader One of the Category Leaders in U.S. Bottled Water Ranked by 2023 Dollar Share of Retail Sales (%) (1) 18% 0.5% All Others 41% U.S. Bottled Water remains a highly 16% fragmented industry 10% 4% 2% 3% 2% 2% Source: IRI / Circana U.S. Ca
Slide 21: Focused Sustainability Efforts in the Industry
3 Focused Sustainability Efforts in the Industry Stewardship Community Engagement Circular Packaging Energy Efficiency • Stewards for 56 spring sites • Donated over 700,000 gallons • 28% post-consumer recycled • 2.5MM+ route miles removed and 20,000+ acres of of water to communities in content (“PCR
Slide 22: The Convenience and Strength of Our Combined Delivery Platform Complements Our Strength at Retail
4 The Convenience and Strength of Our Combined Delivery Platform Complements Our Strength at Retail Water Direct / Exchange Complements Our Strength at Retail + Complementary delivery platforms have extensive footprints, and serve millions of customers, leveraging technology to improve customer expe
Slide 23: Providing Customers Hydration at Home, in the Office and On-the-Go
4 Providing Customers Hydration at Home, in the Office and On-the-Go 12AM 12PM 12AM MORNING MID-DAY EVENING $68Bn / 27% $114Bn / 45% $70Bn / 28% Getting ready, morning At work, out and about, Evening wind down, workout, commute, daytime workout social activity dinner at home and on-premise Diversifi
Slide 24: Diversified Offering Across Products, Formats and Channels
4 Diversified Offering Across Products, Formats and Channels Designed to Serve All Consumer Usage Occasions (-) Price Per oz. Value Across the Pricing Spectrum (+) Price Per oz. (-) Time / (+) Time / Convenience REFILL EXCHANGE DIRECT Convenience Large Format Spring / Purified Flavored / Enhanced Pr
Slide 25: Large North America Footprint
4 Large North America Footprint NewCo BRANCHES RETAIL MANUFACTURING 224 126 72 30 BRANCHES & PRODUCTION SITES WATER SOURCE LOCATIONS Source: Company Information 25 STRICTLY PRIVATE AND CONFIDENTIAL +
Slide 26: Powerful Financial Profile…
5 Powerful Financial Profile… Illustrative Combined Financial Profile Estimated Cost Synergies LTM (3/31/24) Combined Combined Net Revenue ~$6.5Bn Combined Adj. EBITDA (1,2,3) ~$1.5Bn Combined Adj. Free Cash Flow (1,2,3,4) >$565MM Targeted Combined Normalized Capex ~4.0% – 5.0% of Combined Net Reven
Slide 27: …With Meaningful Growth Prospects
5 …With Meaningful Growth Prospects 1 Grow Existing and New Customer Base and Expand Retail Locations Leverage Complementary Portfolio and Access to Broader Customer Base Through 2 Different Formats and Channels 3 Expand into New Channels and High-Potential Geographies 4 Drive Innovation in Function
Slide 28: ~$200MM Run-Rate Cost Synergy Opportunity
6 ~$200MM Run-Rate Cost Synergy Opportunity Functional Areas Identified Opportunities • Optimization of manufacturing locations, routes, branches and inventory management 1 Operations • Brand portfolio alignment opportunity • Improvement of manufacturing efficiencies and leveraging operating resourc
Slide 29: Combination Highlights
Combination Highlights Creates a Leading National Platform Combines two complementary businesses across channels, formats, geographies and usage occasions Large & Growing Water Category With Attractive Long-Term Consumer Trends Consumers are increasingly focused on health and wellness, widening the
Slide 30: BLUETRITON
+ BLUETRITON
Slide 31: Q&A
\| j NY + As BLUETRITON PRIMO » Q&A
Slide 32: Exhibit A
\| j NY + As BLUETRITON PRIMO Exhibit A
Slide 33: Q1'2024 LTM Combined Net Revenue
Q1’2024 LTM Combined Net Revenue Non-GAAP Reconciliation - Unaudited (In millions of U.S. dollars) Primo Water Corporation Triton Water Holdings, Inc. Combined Last twelve months Last twelve months Last twelve months For the fiscal year ended For the three months For the three months For the year en
Slide 34: Q1'2024 LTM Combined Adj. EBITDA
Q1’2024 LTM Combined Adj. EBITDA Non-GAAP Reconciliation - Unaudited (In millions of U.S. dollars) Primo Water Corporation Triton Water Holdings, Inc. Combined Last twelve months Last twelve months Last twelve months For the fiscal year ended For the three months For the three months For the year en
Slide 35: Q1'2024 LTM Combined Adj. Free Cash Flow
Q1’2024 LTM Combined Adj. Free Cash Flow Non-GAAP Reconciliation - Unaudited (In millions of U.S. dollars) Primo Water Corporation Triton Water Holdings, Inc. Combined Last twelve months Last twelve months Last twelve months For the fiscal year ended For the three months For the three months For the