UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February 20~~March 2, 2020

Primo Water Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-34850

82-1161432

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 North Cherry Street

Suite 501

Winston-Salem, NC 27101

(Address of principal executive offices)(Zip Code)

(Registrant’s telephone number, including area code): 336-331-4000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

PRMW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Item ~~registered~~2.01 ~~pursuant~~Completion toof ~~Section 12(b)~~Acquisition ofor ~~the~~Disposition ~~Act:~~of Assets

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, par value $0.001 per share		PRMW		The Nasdaq Stock Market LLC

As previously reported, on January 13, 2020, Primo Water Corporation (“Primo”) entered into an Agreement and Plan of Merger (the “merger agreement”), as amended on January 28, 2020, with Cott Corporation (“Cott”), Cott Holdings Inc., a wholly-owned subsidiary of Cott (“Holdings”), Fore Merger LLC, a wholly-owned subsidiary of Holdings (“Merger Sub”), and Fore Acquisition Corporation, a wholly-owned subsidiary of Merger Sub (the “Purchaser”), pursuant to which Cott and the Purchaser commenced an exchange offer (the “offer”) to purchase all of the outstanding shares of common stock of Primo, par value $0.001 per share, in exchange for, at the election of the holder, (i) $14.00 in cash, (ii) 1.0229 Cott common shares, no par value per share, plus cash in lieu of any fractional Cott common share, or (iii) $5.04 in cash and 0.6549 Cott common shares, in each case, without interest and less any applicable taxes required to be deducted or withheld in respect thereof and subject to proration as described in the merger agreement ((i), (ii), and (iii) as applicable, the “transaction consideration”).

~~Item~~The 2offer expired at 5:00 p.02m., ~~Results~~New York City time, on February 28, 2020 (the “expiration time”). The depositary and exchange agent for the offer advised that, as of ~~Operations~~the expiration time, a total of 32,716,138 shares of Primo common stock had been validly tendered and ~~Financial~~not ~~Condition~~properly withdrawn pursuant to the offer, which tendered shares of Primo common stock represented approximately 81.1% of the outstanding shares of Primo common stock as of the expiration time. Cott and the Purchaser accepted for exchange all such shares of Primo common stock validly tendered and not properly withdrawn pursuant to the offer.

On March 2, 2020, pursuant to the terms and conditions of the merger agreement, Cott completed its acquisition of Primo ~~Water~~when ~~Corporation~~(i) the Purchaser merged with and into Primo (the “first merger”), with Primo surviving the first merger as a wholly-owned subsidiary of Merger Sub and (ii) immediately following the first merger, Primo merged with and into Merger Sub (the “second merger” orand together with the first merger, the “~~Company~~mergers”), iswith ~~disclosing~~Merger ~~certain~~Sub ~~preliminary~~being the ~~unaudited~~surviving ~~financial~~entity ~~results~~as a wholly-owned subsidiary of Cott. Primo and Cott intend, for U.S. federal income tax purposes, for the ~~three~~ ~~months~~offer and ~~fiscal~~the ~~year~~mergers, ~~ended~~taken ~~December 31~~together, ~~2019~~to constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986.

~~Selected~~The ~~Preliminary~~first merger ~~Unaudited~~was ~~Financial~~governed ~~Information:~~by Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the first merger. At the effective time of the first merger, each share of Primo common stock (other than certain dissenting, converted and cancelled shares and shares tendered into the offer and accepted by the Purchaser, but including shares paid to a holder of a vested Primo equity-based award (other than deferred stock unit awards) or Primo warrants immediately prior to the first effective time, as described further in the merger agreement) was converted into the right to receive the transaction consideration.

	Three Months EndedDecember 31,						Years EndedDecember 31,
	2019			2018			2019			2018
	(Unaudited; dollars in thousands)
Segment net sales:
Refill	$	40,761		$	40,454		$	165,837		$	174,996
Exchange		22,051			18,296			86,641			78,072
Dispensers		17,586			12,131			64,194			49,044
	$	80,398		$	70,881		$	316,672		$	302,112
Segment gross margin:
Refill		32.2	%		31.1	%		31.4	%		32.7	%
Exchange		28.3	%		30.4	%		29.9	%		31.4	%
Dispensers		2.8	%		13.9	%		5.9	%		9.8	%
Total gross margin		24.7	%		28.0	%		25.8	%		28.7	%
Net income (loss)	$	470		$	1,730		$	2,692		$	(54,847	)
Adjusted EBITDA	$	12,780		$	11,808		$	51,306		$	55,378

The foregoing descriptions of the offer, the mergers and the merger agreement in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the merger agreement, a copy of which was filed as Exhibit 2.1 to Primo’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2020, and amendment thereto, a copy of which filed as Exhibit 2.2 to Cott’s Registration Statement on Form S-4, filed with the SEC on January 28, 2020, each of which is incorporated herein by reference.

~~Three~~Item ~~Months~~3.01 ~~Ended~~Notice ~~December 31,~~of ~~2019~~Delisting ~~Compared~~or Failure to ~~Three~~Satisfy ~~Months~~a ~~Ended~~Continuing ~~December 31,~~Listing ~~2018~~Rule or Standard; Transfer of Listing

~~Net~~In ~~sales.~~connection ~~Net~~with ~~sales~~the ~~increased~~consummation ~~13.4%~~of tothe ~~$80.4~~offer and the mergers, Primo (i) ~~million~~notified ~~for~~the Nasdaq Stock Market LLC (“Nasdaq”) of the ~~three~~consummation ~~months~~of ~~ended~~the ~~December~~mergers and (ii) ~~31,~~requested ~~2019~~that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister Primo common stock under ~~$70.9~~Section ~~million~~12(b) ~~for~~of the ~~three~~Securities ~~months~~Exchange ~~ended~~Act ~~December 31~~of 1934, ~~2018~~as amended (the “Exchange Act”). ~~The~~Primo ~~change~~common ~~was~~stock ~~primarily~~ceased ~~due~~trading toon ~~increases~~Nasdaq infollowing ~~sales~~the ~~for~~close ~~Dispensers~~of ~~and~~trading ~~Exchange~~on February 28, 2020. ~~Net~~Primo ~~sales~~also ~~adjusted~~intends ~~for~~to file with the ~~June~~SEC ~~2019~~a Form ~~sale~~15 requesting that Primo’s reporting obligations under Section 13 and 15(d) of the ~~Ice~~Exchange ~~Assets~~Act ~~(“Adjusted~~be ~~Net~~suspended. ~~Sales”) increased~~The 15information set forth in Item 2.~~4%.~~01 ~~See~~of ~~the~~this ~~Adjusted~~Current ~~Net~~Report ~~Sales~~on ~~table~~Form ~~below~~8-K is incorporated by reference into this Item 3.01.

~~Refill.~~Item ~~Refill net sales increased 0.8% to $40.8 million for the three months ended December 31, 2019. Adjusted Net Sales for Refill, which excludes the impact of the sale of the Ice Assets, increased~~ 3.~~9%,~~03 ~~due~~Material ~~primarily~~Modification to aRights ~~2.0%~~of ~~increase~~Security ~~in five-gallon equivalent units to 22.6 million. See the Adjusted Net Sales for Refill table below.~~ Holders

~~Exchange.~~At ~~Exchange~~the ~~net~~effective ~~sales~~time of the first merger (the “first effective time”), each share of Primo common stock issued and ~~increased~~outstanding ~~20.5%~~immediately prior to ~~$22.1 million~~the ~~for~~first ~~the~~effective ~~three~~time ~~months~~(other ~~ended~~than ~~December 31~~certain dissenting, ~~2019.~~converted ~~Exchange~~and ~~sales~~cancelled ~~growth~~shares ~~was~~and ~~driven~~shares tendered into the offer and accepted by the ~~increase~~Purchaser, inbut ~~U.S.~~including ~~same-store~~shares ~~units~~paid to a holder of ~~20.5%.~~a ~~Five~~vested Primo equity-~~gallon~~based ~~equivalent~~award ~~units~~(other ~~for~~than ~~Exchange~~deferred ~~increased~~stock ~~23.3%~~unit awards) or Primo warrant immediately prior to the first effective time, as described further in the merger agreement) was converted into the right to receive the transaction consideration (subject ~~4.8 million~~to ~~units~~the ~~for~~same proration applicable to the ~~three~~offer ~~months~~as ~~ended~~described ~~December 31~~above), ~~2019.~~without ~~The~~interest, ~~increase~~and net of any Primo shares equal in ~~Exchange~~value ~~sales~~to ~~and~~any ~~units~~applicable ~~was~~tax ~~aided~~to bybe andeducted ~~increase~~or withheld in respect thereof. Accordingly, at the ~~number~~first ofeffective ~~locations~~time, Primo’s ~~and~~stockholders byimmediately before the ~~consumer~~first ~~focused~~effective ~~promotional~~time ~~efforts,~~ceased ~~including~~to ~~instantly~~have ~~redeemable coupons~~any ~~for~~rights ~~free~~with ~~water~~respect ~~with~~to ~~the~~Primo ~~purchase~~as ofstockholders, aother ~~dispenser~~than ~~and~~their ~~new~~right ~~display~~to ~~and~~receive the transaction consideration. The information set forth in Item 2.01 of this Current Report on Form 8-~~store~~K ~~signage~~is incorporated by reference into this Item 3.03.

~~Dispensers.~~Item ~~Dispensers net sales increased 45~~5.0%01 toChange ~~$17.6 million for the three months ended December 31, 2019 due to growth~~ in ~~consumer~~Control ~~demand~~of and retailer orders related to certain fourth quarter promotional activities. Consumer demand, which the Company measures as the dispenser unit sales to end consumers, increased 56.6% to a record 248,000 units for the three months ended December 31, 2019. Registrant

~~Gross~~At ~~margin~~the ~~percentage.~~first ~~The~~effective ~~overall~~time, ~~gross~~Purchaser merged with and into Primo, with Primo surviving the first merger as a wholly owned ~~margin~~subsidiary ~~percentage~~of ~~was~~Merger 24Sub.7% ~~for~~Immediately following the ~~three~~first ~~months~~merger, ~~ended~~Primo ~~December 31,~~merged ~~2019~~with and into Merger Sub, ~~below~~with Merger Sub being the 28surviving entity.0% ~~for~~As ~~the~~a ~~three~~result ~~months~~of ~~ended~~the ~~December 31~~mergers, ~~2018,~~a ~~primarily~~change ~~due~~of tocontrol aof ~~shift~~Primo occurred. The information set forth in Item 2.01 ~~sales~~of ~~mix~~this ~~towards~~Current ~~Dispensers~~Report ~~and~~on ~~lower~~Form ~~gross~~8-K ~~margin~~is ~~percentages~~incorporated ~~in Exchange~~by reference into this Item 5.01.

~~Refill~~Item 5.02 ~~Gross~~Departure ~~margin as a percentage~~ of ~~net~~Directors ~~sales~~or ~~for Refill~~Certain ~~improved~~Officers; toElection ~~32.2%~~of ~~for~~Directors; ~~the~~Appointment ~~three months ended December 31, 2019 from 31.1% for the three months ended December 31, 2018, primarily due to an increase~~ of ~~2.0%~~Certain inOfficers; ~~five-gallon~~Compensatory ~~equivalent~~Arrangements ~~units to 22.6 million, which drove a higher gross margin percentage due to the fixed nature~~ of ~~certain~~Certain ~~costs in Refill.~~ Officers

~~Exchange.~~At ~~Gross~~the ~~margin~~first effective time, in connection with the consummation of the mergers and as acontemplated ~~percentage~~by ofthe ~~net~~merger ~~sales~~agreement, ~~for~~each ~~Exchange~~of ~~was~~Billy 28D.3% ~~for~~Prim, ~~the~~Susan ~~three~~E. ~~months~~Cates, ~~ended~~Emma ~~December 31~~Battle, ~~2019~~Richard A. Brenner, ~~compared~~Jack toC. 30Kilgore, Malcolm McQuilkin, Charles Norris and David L.4% ~~for~~Warnock, being all of the ~~three~~members ~~months~~of ~~ended~~the board ~~December 31,~~of ~~2018.~~directors ~~The~~of ~~decrease~~Primo ~~was~~as ~~primarily~~of ~~due~~immediately prior to ~~increased~~the ~~costs~~first ~~associated~~effective ~~with consumer-focused~~time, ~~promotional~~tendered ~~efforts,~~their ~~including~~respective resignations as members of the ~~instantly~~board ~~redeemable~~of ~~coupons~~directors ~~for~~of ~~free~~Primo ~~water~~and ~~with~~from all committees of the ~~purchase~~board of adirectors ~~dispenser~~of Primo on which such directors served, effective as ~~well~~of the first effective time. As of the first effective time, Billy D. Prim and David Mills, resigned from their positions as aofficers ~~change~~of Primo. The information set forth in ~~product~~Item 2.01 ~~and~~of ~~retailer~~this ~~mix~~Current ~~compared~~Report toon ~~the~~Form ~~prior~~8-K ~~year~~is incorporated by reference into this Item 5.02.

~~Dispensers.~~Item ~~Gross margin as a percentage of net sales for Dispensers decreased to 2~~5.8%03 ~~for~~Amendments ~~the three months ended December 31, 2019 from 13.9% for the three months ended December 31, 2018, primarily due~~ to aArticles ~~shift~~of inIncorporation ~~product~~or ~~and~~Bylaws; ~~customer~~Change ~~mix, as well as the benefit associated with Tariff exclusion received~~ in ~~the~~Fiscal ~~prior period.~~ Year

~~Year~~At ~~Ended~~the ~~December 31~~first effective time, ~~2019~~in ~~Compared~~connection with the consummation of the first merger, the Purchaser merged with and into Primo, with Primo surviving the first merger as a wholly-owned subsidiary of Merger Sub (the “first surviving entity”). The certificate of incorporation and bylaws, attached as Exhibits 3.1 and 3.2, respectively, to ~~Year~~this ~~Ended~~Current ~~December 31~~Report on Form 8-K and incorporated herein by reference, ~~2018~~became the certificate of incorporation and bylaws of Primo, as the surviving corporation of the first merger, and replaced Primo’s articles of incorporation and bylaws.

~~Net~~Immediately ~~sales.~~following ~~Net~~the ~~sales~~first ~~increased~~merger, 4the first surviving entity merged with and into Merger Sub, with Merger Sub surviving the second merger (the “second surviving entity”).8% toIn ~~$316~~connection with the second merger, the certificate of formation of Merger Sub attached as Exhibit 3.73 and the Limited Liability Company Agreement of Merger Sub, dated as of January ~~million~~11, ~~for~~2020, ~~2019~~as ~~from~~amended ~~$302.1~~on March ~~million~~2, ~~for~~2020, ~~2018.~~attached ~~The~~as ~~change~~Exhibits ~~was primarily~~3.4 ~~due~~and 3.5, respectively, to ~~increases~~this inCurrent ~~sales~~Report ~~for~~on ~~Dispensers~~Form 8-K and ~~Exchange.~~incorporated ~~Net~~herein ~~sales~~by ~~adjusted~~reference, ~~for~~became the ~~June~~certificate ~~2019~~of formation ~~sale~~and limited liability company agreement of the ~~Ice~~second ~~Assets~~surviving ~~(“Adjusted~~entity. ~~Net~~The ~~Sales”)~~information ~~increased~~set 6forth in Item 2.~~7%.~~01 ~~See~~of ~~the~~this ~~Adjusted~~Current ~~Net~~Report ~~Sales~~on ~~table~~Form ~~below~~8-K is incorporated by reference into this Item 5.03.

~~Refill.~~Item ~~Refill net sales decreased 5~~7.2%01 toRegulation ~~$165.8 million~~FD for 2019. Adjusted Net Sales for Refill, which excludes the impact of the sale of the Ice Assets, decreased 2.4%, due primarily to a 5.6% decrease in five-gallon equivalent units to 90.8 million. See the Adjusted Net Sales for Refill table below. Disclosure

~~Exchange.~~On ~~Exchange~~March 2, ~~net~~2020, ~~sales~~Cott ~~increased~~issued ~~11.0%~~a topress ~~$86.6 million~~release ~~for~~announcing ~~2019, driven by~~ the ~~increase~~expiration ~~in U.S.~~and ~~same-store~~results ~~units~~ of ~~16.5%.~~the ~~Five-gallon~~offer ~~equivalent~~and ~~units~~the ~~for~~completion ~~Exchange~~of ~~increased 13~~the mergers.9% toA ~~18.5 million~~copy ~~units~~of ~~for~~the ~~2019.~~press ~~The~~release ~~increase~~is infurnished ~~Exchange~~herewith ~~sales~~under ~~and~~the ~~units~~Securities ~~was~~Exchange ~~aided~~Act ~~by an increase in the number~~ of ~~locations~~1934, ~~and~~as ~~by the consumer focused promotional efforts~~amended, ~~including~~as ~~instantly~~Exhibit ~~redeemable~~99.1 ~~coupons~~to ~~for~~this ~~free~~Form ~~water~~8-K ~~with the purchase of a dispenser~~ and ~~new~~is ~~display~~incorporated ~~and~~herein ~~in-store~~by ~~signage~~reference.

~~Dispensers.~~Item ~~Dispensers net sales increased 30.~~9~~% to $64~~.~~2 million~~01 ~~for~~Financial ~~2019~~Statements ~~due to growth in consumer demand~~ and ~~retailer orders driven by certain promotional activities. Consumer demand, which the Company measures as the dispenser unit sales to end consumers, increased 22.2% to a record 887,000 units for 2019.~~ Exhibits

Gross margin percentage. The overall gross margin percentage was 25.8% for 2019, below the 28.7% for 2018, primarily due to a shift in sales mix towards Dispensers and lower gross margin percentages in Refill and Exchange.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 13, 2020, by and among Cott Corporation, Cott Holdings Inc., Fore Acquisition Corporation, Fore Merger LLC and Primo Corporation (incorporated by reference to the copy included as Exhibit 2.1 to Primo’s Current Report on Form 8-K, filed on January 13, 2020).

2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of January 28, 2020, by and among Cott Corporation, Cott Holdings Inc., Fore Merger LLC, Fore Acquisition Corporation and Primo Water Corporation (incorporated by reference to the copy included as Annex A-2 to Part I of Cott’s Registration Statement on Form S-4, filed on January 28, 2020).

3.1		Second Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to the copy included as Exhibit B to Annex A-1 to Part I of Cott’s Registration Statement on Form S-4, filed on January 28, 2020).

3.2		Amended and Restated Bylaws of Primo Water Corporation (incorporated by reference to the copy included as Exhibit B to Annex A-1 to Part I of Cott’s Registration Statement on Form S-4, filed on January 28, 2020).

3.3		Certificate of Formation of Fore Merger LLC dated January 10, 2020.

3.4		Limited Liability Company Agreement of Fore Merger LLC, dated January 11, 2020.

3.5		Amendment No. 1 to Limited Liability Company Agreement of Fore Merger LLC, dated March 2, 2020

99.1		Press release issued by Cott dated March 2, 2020 (incorporated by reference to the copy included as Exhibit (a)(5)(K) to Amendment No. 2 to Cott’s Schedule TO).

Refill. Gross margin as a percentage of net sales for Refill was 31.4% for 2019 compared to 32.7% for 2018. The decrease was primarily due to lower net sales for Refill, which drove a lower gross margin percentage due to the fixed nature of certain costs in Refill, as well as incremental operating costs related to addressing machine downtime.

Exchange. Gross margin as a percentage of net sales for Exchange was 29.9% for 2019, compared to 31.4% for 2018. The decrease was primarily due to increased costs associated with consumer-focused promotional efforts, including the instantly redeemable coupons for free water with the purchase of a dispenser, as well as a change in product and retailer mix compared to the prior year.

Dispensers. Gross margin as a percentage of net sales for Dispensers decreased to 5.9% for 2019 from 9.8% for 2018, primarily due to a shift in product and customer mix.

The above information is preliminary and subject to completion, including the completion of customary financial statement closing and review procedures for the three months and fiscal year ended December 31, 2019. As a result, the preliminary results set forth above reflect the Company’s preliminary estimate with respect to such information, based on information currently available to management, and may vary from the Company’s actual financial results as of and for the three months and year ended December 31, 2019. Further, these preliminary estimates are not a comprehensive statement or estimate of the Company’s financial results or financial condition as of and for the three months and year ended December 31, 2019. These preliminary estimates should not be viewed as a substitute for financial statements prepared in accordance with U.S. GAAP and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on these preliminary estimates.

These preliminary estimates, which are the responsibility of the Company’s management, were prepared by the Company’s management and are based upon a number of assumptions. Additional items that may require adjustments to these preliminary estimates may be identified and could result in material changes to these preliminary estimates. Preliminary estimates of results are inherently uncertain and the Company undertakes no obligation to update this information. BDO USA, LLP (“BDO”), the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information. Accordingly, BDO does not express an opinion or provide any form of assurance with respect thereto.

Additional Information and Where to Find It

This communication relates to a pending business combination between Cott and Primo. Cott commenced an exchange offer for the outstanding shares of Primo on January 28, 2020. This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that the parties will file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the exchange offer was commenced, Cott and its acquisition subsidiary filed an exchange offer statement on Schedule TO, Cott filed a registration statement on Form S-4 and Primo filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. Each of Cott and Primo also plan to file other relevant documents with the SEC regarding the proposed transaction. THE EXCHANGE OFFER MATERIALS (INCLUDING THE OFFER TO EXCHANGE, THE RELATED LETTER OF ELECTION AND TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS, CONTAIN IMPORTANT INFORMATION. PRIMO STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PRIMO SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Election and Transmittal and certain other exchange offer documents are available to all of Primo’s stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement are available for free on the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Cott are available free of charge under the heading of the Investor Relations section of Cott’s website at www.cott.com/investor-relations/. Copies of the documents filed with the SEC by Primo are available free of charge under the SEC filings heading of the Investors section of Primo’s website at http://ir.primowater.com/.

Safe Harbor Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve inherent risks and uncertainties and you are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. These statements can otherwise be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “would,” “will,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements contained in this communication include, but are not limited to, statements related to Cott’s and Primo’s plans, objectives, expectations and intentions with respect to the proposed transaction and the combined company, the anticipated timing of the proposed transaction, and the potential impact the transaction will have on Primo or Cott and other matters related to either or both of them. The forward-looking statements are based on assumptions regarding current plans and estimates of management of Cott and Primo. Such management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.

Factors that could cause actual results to differ materially from those described in this communication include, among others: changes in expectations as to the closing of the transaction including timing and changes in the method of financing the transaction; the satisfaction of the conditions precedent to the consummation of the proposed transaction (including a sufficient number of Primo shares being validly tendered into the exchange offer to meet the minimum condition), the risk of litigation and regulatory action related to the proposed transactions, expected synergies and cost savings are not achieved or achieved at a slower pace than expected; integration problems, delays or other related costs; retention of customers and suppliers; and unanticipated changes in laws, regulations, or other industry standards affecting the companies; and other risks and important factors contained and identified in Cott’s and Primo’s filings with the SEC, including their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Cott’s and Primo’s Annual Reports on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the SEC. Forward-looking statements reflect the analysis of management of Cott and Primo as of the date of this communication. Neither Cott nor Primo undertakes to update or revise any of these statements in light of new information or future events, except as expressly required by applicable law.

Use of Non-U.S. GAAP Financial Measures

To supplement its financial statements, the Company provides investors with information related to adjusted EBITDA, adjusted net sales and adjusted net sales for Refill, which are not financial measures calculated in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Adjusted EBITDA is calculated as net (loss) income before depreciation and amortization; interest expense, net; income tax benefit; non-cash, stock-based compensation expense; special items; and impairment charges and other. Adjusted net sales is calculated as total net sales less net sales related to the ice assets sold in June 2019. Adjusted net sales for Refill is calculated as Refill segment net sales less net sales related to the ice assets sold in June 2019. The Company believes these non-U.S. GAAP financial measures provide useful information to management, investors and financial analysts regarding certain financial and business trends relating to the Company’s financial condition and results of operations. Management uses these non-U.S. GAAP financial measures to compare the Company’s performance to that of prior periods for trend analyses and planning purposes. These non-U.S. GAAP financial measures are also presented to the Company’s Board of Directors and adjusted EBITDA is used in its credit agreements.

Non-U.S. GAAP measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. These non-U.S. GAAP measures exclude significant expenses that are required by U.S. GAAP to be recorded in the Company’s financial statements and are subject to inherent limitations.

Non-GAAP EBITDA and Adjusted EBITDA Reconciliation

(Unaudited; in thousands)

	Three Months EndedDecember 31,				Years EndedDecember 31,
	2019		2018		2019		2018
Net income (loss)	$	470	$	1,730	$	2,692	$	(54,847	)
Depreciation and amortization		7,969		6,197		29,468		24,562
Interest expense, net		1,922		2,508		10,603		21,417
Income tax benefit		—		—		—		(8,907	)
EBITDA		10,361		10,435		42,763		(17,775	)
Non-cash stock-based compensation expense		207		973		3,686		3,683
Special items		1,370		136		3,611		762
Impairment charges and other		842		264		1,246		68,708
Adjusted EBITDA	$	12,780	$	11,808	$	51,306	$	55,378

Non-GAAP Adjusted Net Sales

(Unaudited; in thousands)

	Three Months EndedDecember 31,				Years EndedDecember 31,
	2019		2018		2019		2018
Net sales	$	80,398	$	70,881	$	316,672	$	302,112
Less: Ice net sales		—		1,238		2,654		7,791
Adjusted net sales	$	80,398	$	69,643	$	314,018	$	294,321

Non-GAAP Adjusted Net Sales, Refill Segment

(Unaudited; in thousands)

	Three Months EndedDecember 31,				Years EndedDecember 31,
	2019		2018		2019		2018
Refill segment net sales	$	40,761	$	40,454	$	165,837	$	174,996
Less: Ice net sales		—		1,238		2,654		7,791
Adjusted net sales for Refill	$	40,761	$	39,216	$	163,183	$	167,205

The information in this Current Report on Form 8-K is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Primo Water Corporation

Primo Water Holdings LLC (f/k/a Fore Merger LLC) (as successor by merger to Primo Water Corporation)

Date: February 20, 2020

/s/ David J. Mills

Date: March 2, 2020

/s/ Marni Morgan Poe

~~David~~Marni J.Morgan ~~Mills~~Poe

Chief ~~Financial~~Legal Officer

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