Primo Water — Merger or Acquisition (June 2024)
35 slides from Primo Water's merger presentation, Jun 17, 2024
Slide 1: Creating A Leading North American Pure-Play Healthy Hydration Company
June 17, 2024 Creating A Leading North American Pure-Play Healthy Hydration Company +
Slide 2: Cautionary Statements
2 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 Secti
Slide 3: Introducing Our Chairman and Management Team
Source: 3 Introducing Our Chairman and Management Team Today’s Speakers Dean Metropoulos Chairman Robbert Rietbroek CEO David Hass CFO
Slide 4: Agenda
Agenda 4 STRICTLY PRIVATE AND CONFIDENTIAL Introducing NewCo 5 1 Q&A 31 4 Strategic Rationale 16 3 Transaction Overview 2 9
Slide 5: Introducing NewCo
Ny + o| BLUETRITON PRIMO 1) Introducing NewCo
Slide 6: Introducing NewCo: A Leading North American Pure-Play Healthy Hydration Company
Source: Introducing NewCo 6 Introducing NewCo: A Leading North American Pure-Play Healthy Hydration Company Notes: Combined financials are illustrative and not presented in accordance with Article 11 of Reg S-X. See slide 2 for additional information. Primo Water financials based on continuing opera
Slide 7: Combination of BlueTriton and Primo Water
Source: Source: Source: Introducing NewCo Combination of BlueTriton and Primo Water, Longstanding North American Pure-Play Healthy Hydration Businesses Publicly-traded since 1986, Primo Water (PRMW) is a North America-focused, branded pure-play water solutions business with a unique portfolio of sus
Slide 8: Combination Highlights
8 Combination Highlights Introducing NewCo Creates a Leading National Platform Combines two complementary businesses across channels, formats, geographies and usage occasions Portfolio of Iconic Brands Across North America Provides a relatively stable and attractive market backdrop with limited FX e
Slide 9: Transaction Overview
Ny + o| BLUETRITON PRIMO 2) Transaction Overview
Slide 10: Transaction Overview (1/3)
Source: Transaction Overview 10 Transaction Overview (1/3) Structure / Consideration Dividend Capitalization Timing / Approvals 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 e
Slide 11: Transaction Overview (2/3)
Source: Transaction Overview 11 Transaction Overview (2/3) Management Team & Headquarters Board of Directors Robbert Rietbroek, CEO of Primo Water, will be the CEO of NewCo David Hass, CFO of Primo Water, will be the CFO of NewCo Rob Austin, COO of BlueTriton, will be the COO of NewCo NewCo expects
Slide 12: Transaction Overview (3/3)
Source: Source: Source: Transaction Overview Transaction Overview (3/3) 12 Post-Transaction Pre-Transaction NYSE/TSX: PRMW Market Cap: ~$3.6Bn(1) Owned by: All-Stock Merger Chairman: Dean Metropoulos CEO: Robbert Rietbroek CFO: David Hass COO: Rob Austin HQ: Dual-HQ(Tampa, FL & Stamford, CT) 43% eco
Slide 13: Scaled Portfolio of Iconic Brands
Source: Source: Source: Transaction Overview Scaled Portfolio of Iconic Brands… 13 Leading Brand Portfolio Note: Selected brands referenced $1Bn+ Brand $1Bn+ Brand
Slide 14: Combined Net Revenue Breakdown
Source: Source: Source: Transaction Overview 14 Combined Net Revenue Breakdown(1) By Business Line(2) Notes: Represents 2023A. Combined financials are illustrative and not presented in accordance with Article 11 of Reg S-X. See slide 2 for additional information Retail business line includes BlueTri
Slide 15: Serving Customers Anywhere and Anyway They Hydrate
Source: Source: Source: Transaction Overview …Serving Customers Anywhere and Anyway They Hydrate 15 + USAGE OCCASIONS BRANDS CHANNELS FORMAT / OFFERINGS Retail 12AM 12AM 12PM MID-DAY MORNING At work, out and about, social activity Getting ready, morning commute, daytime workout EVENING Evening wind
Slide 16: Strategic Rationale
Ny + o| BLUETRITON PRIMO 3) Strategic Rationale
Slide 17: Compelling Strategic Rationale
Strategic Rationale Compelling Strategic Rationale STRICTLY PRIVATE AND CONFIDENTIAL Large and Growing Category with Attractive Long-Term Consumer Trends 1 Diversified, Scaled Hydration Offering with National Footprint 4 2 Portfolio of Iconic Brands with Leadership Position Across Channels 5 Powerfu
Slide 18: Bottled Water is One of the Largest Components of the U.S. Beverage Category
Source: Strategic Rationale Bottled Water is One of the Largest Components of the ~$135Bn U.S. Beverage Category ~$135Bn U.S. Beverage Category Size (2023A Retail Sales, $ in billions) Source: IRI / Circana U.S. Category Data as of December 31, 2023; Third-party analysis 18 Retail Sales Value of U.S
Slide 19: Water Category is Large and Diversified Across Formats
Source: Strategic Rationale Water Category is Large and Diversified Across Formats U.S. Water Consumption Fragmented by Consumer Choice (Drinking Water by Market Type, consumption in billions of gallons) 19 ~38Bn Gallons Across All Water Categories Notes: Includes Point of Use Stand-Alone, Point of
Slide 20: Combined Portfolio of Iconic Brands is a Retail Category Leader
Source: Source: Source: Strategic Rationale 20 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) Source: IRI / Circana U.S. Category Data as of December 31, 2023 Notes: Represents perc
Slide 21: Focused Sustainability Efforts in the Industry
Donated over 700,000 gallons of water to communities in need in 2023 Community Engagement Provided disaster relief support, NGO engagement and other giving in excess of $1,000,000 21 Stewards for 56 spring sites and 20,000+ acres of watersheds & wetlands Stewardship 2.5MM+ route miles removed 39% re
Slide 22: Combined Delivery Platform Complements Our Strength at Retail
Source: Source: Source: Strategic Rationale 22 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, lev
Slide 23: Providing Customers Hydration at Home, in the Office and On-the-Go
EVENING MORNING MID-DAY Source: Strategic Rationale 23 Providing Customers Hydration at Home, in the Office and On-the-Go 2023 Total Beverage Category Size / % of Total At work, out and about, social activity $114Bn / 45% 12AM 12AM 12PM Getting ready, morning commute, daytime workout Evening wind do
Slide 24: Diversified Offering Across Products, Formats and Channels
Source: Strategic Rationale 24 Diversified Offering Across Products, Formats and ChannelsDesigned to Serve All Consumer Usage Occasions DIRECT REFILL EXCHANGE Premium Spring / Purified Flavored / Enhanced Large Format Single-Serve (-) Price Per oz. Value Across the Pricing Spectrum (+) Price Per oz.
Slide 25: Large North America Footprint
Source: Source: Source: Strategic Rationale 25 Large North America Footprint Source: Company Information 4 NewCo 72 30 RETAIL MANUFACTURING BRANCHES 126 WATER SOURCE LOCATIONS 224 BRANCHES & PRODUCTION SITES
Slide 26: Powerful Financial Profile
Notes: Combined financials are illustrative and not presented in accordance with Article 11 of Reg S-X. See slide 2 for additional information. Primo Water financials based on continuing operations Represents non-GAAP financial measure. See "Financial Data and Non-GAAP Measures" section on slide 2 a
Slide 27: With Meaningful Growth Prospects
Strategic Rationale 27 …With Meaningful Growth Prospects Grow Existing and New Customer Base and Expand Retail Locations 1 Leverage Complementary Portfolio and Access to Broader Customer Base Through Different Formats and Channels 2 Expand into New Channels and High-Potential Geographies 3 Drive Inn
Slide 28: Identified Opportunities: ~$200MM Run-Rate Cost Synergy Opportunity
Strategic Rationale 28 Identified Opportunities Functional Areas ~$200MM Run-Rate Cost Synergy Opportunity 1 Operations Optimization of manufacturing locations, routes, branches and inventory management Brand portfolio alignment opportunity 5 SG&A Optimization of systems and processes across key fun
Slide 29: Combination Highlights
29 Combination Highlights Strategic Rationale Creates a Leading National Platform Combines two complementary businesses across channels, formats, geographies and usage occasions Portfolio of Iconic Brands Across North America Provides a relatively stable and attractive market backdrop with limited F
Slide 30: BLUETRITON
Ul) BLUETRITON +
Slide 31: Q&A
My + o| BLUETRITON PRIMO > QEA
Slide 32: Exhibit A
My + o| BLUETRITON PRIMO Exhibit A
Slide 33: Q1'2024 LTM Combined Net Revenue
Notes: Primo Water Corporation 2023 Form 10-K filed February 28, 2024 Primo Water Corporation Q1 2024 Form 10-Q filed May 9, 2024 LTM calculated as FY 2023 less Q1 2023 plus Q1 2024 Triton Water Holdings, Inc. Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022
Slide 34: Q1'2024 LTM Combined Adj. EBITDA
Notes: Primo Water Corporation 2023 Form 10-K filed February 28, 2024 Primo Water Corporation Q1 2024 Form 10-Q filed May 9, 2024 LTM calculated as FY 2023 less Q1 2023 plus Q1 2024 Amounts used to calculate EBITDA obtained from the Triton Water Holdings, Inc. Consolidated Financial Statements as of
Slide 35: Q1'2024 LTM Combined Adj. Free Cash Flow
Notes: Primo Water Corporation Form 8-K filed February 22, 2024 Primo Water Corporation Form 8-K filed May 9, 2024 LTM calculated as FY 2023 less Q1 2023 plus Q1 2024 Amounts used to calculate Free Cash Flow obtained from the Triton Water Holdings, Inc. Consolidated Financial Statements as of and fo