Item 7.01. Regulation FD Disclosure.
On
On
The New Notes will be guaranteed by the Company and certain of the Company's existing subsidiaries that are obligors under the Company's senior secured credit facility, 5.50% Senior Notes due 2024 (the "2024 Notes") and 5.50% Senior Notes due 2025. Certain of the Company's subsidiaries will not be guarantors of the New Notes.
The net proceeds from the New Notes offering, together with borrowings under the
Company's revolving credit facility, will be used to redeem all of the Company's
outstanding 2024 Notes and to pay the related premium, fees and expenses. In
connection therewith, on
The New Notes and the related guarantees will be offered to persons reasonably
believed to be "qualified institutional buyers" in
The press release relating to the launch of the New Notes offering is attached hereto as Exhibit 99.1. The press release relating to the pricing of the New Notes offering is attached hereto as Exhibit 99.2. The information "furnished" pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and it shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On
Among other things, pursuant to the Purchase Agreement, the Company, the Issuer
and each of the other Guarantors: (i) agreed, for a period of 60 days, not to,
without the prior written consent of
The New Notes were offered and are anticipated to be sold by the Issuer to the
Initial Purchasers at a price set forth in the Purchase Agreement in reliance on
an exemption pursuant to Section 4(a)(2) of the Securities Act and other
applicable laws. Delivery to the Initial Purchasers of, and payment for, the New
Notes is anticipated to be made on or about
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The obligation of the Initial Purchasers to purchase the New Notes are subject to customary terms and conditions, including accuracy of representations and warranties of the Issuer and the Guarantors, and receipt of legal opinions and certificates, in each case as set forth in the Purchase Agreement.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements convey management's expectations as to the future based on plans,
estimates and projections at the time the Company makes the statements.
Forward-looking statements involve inherent risks and uncertainties and the
Company cautions you that several important factors could cause actual results
to differ materially from those contained in any such forward-looking statement.
The forward-looking statements contained in this Current Report include, but are
not limited to, statements related to the Issuer's intention to issue and sell
the New Notes, the consummation of the New Notes offering and the Issuer's use
of the net proceeds therefrom. The forward-looking statements are based on
assumptions regarding the ability and time necessary to satisfy the conditions
to the closing of the New Notes offering and the consummation of the Redemption,
and management's current plans and estimates. Management believes these
assumptions to be reasonable but there is no assurance that they will prove to
be accurate. 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 the risk factors contained in the Company's Annual Report on Form
10-K and its quarterly reports on Form 10-Q, as well as other filings with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedOctober 8, 2020 , issued byPrimo Water Corporation . 99.2 Press Release, datedOctober 8, 2020 , issued byPrimo Water Corporation . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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