SCHEDULE 13D/A: Primo Brands Corporation Sees Major Class B to Class A Stock Conversion, Consolidating Investor Control

Primo Brands Corporation announced the conversion of over 64.5 million Class B Common Stock shares into Class A Common Stock, significantly impacting the beneficial ownership structure of the company.

Summary

• On February 12, 2025, 64,512,579 shares of Class B Common Stock held by Triton Water Parent Holdings, LP were automatically converted into shares of Primo Brands Corporation's Class A Common Stock on a one-to-one basis.
• This conversion occurred in connection with the waiver of change of control provisions under certain indentures, as detailed in the Issuer's amended and restated certificate of incorporation.
• As of February 12, 2025, the total Class A Common Stock outstanding for Primo Brands Corporation is 380,115,732 shares.
• Following the conversion, ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, R. Scott Spielvogel, and Tony W. Lee collectively beneficially own 218,618,368 shares of Class A Common Stock, representing 57.5% of the class.
• Triton Water Equity Holdings, LP and Triton Water Equity Holdings, GP, LLC beneficially own 58,000,000 shares of Class A Common Stock, representing 15.3% of the class.
• Triton Water Parent Holdings, LP is the record holder of 160,618,368 shares of Class A Common Stock, and Triton Water Equity Holdings, LP is the record holder of 58,000,000 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The document reports a factual, pre-arranged stock conversion and ownership update. It's a neutral event in terms of operational performance but provides clarity on the ownership structure, which can be viewed positively for governance transparency.

Future Outlook

The document does not provide any forward-looking statements or guidance.

Industry Context

This filing primarily details a change in the ownership structure of Primo Brands Corporation and does not provide information directly related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• The reporting persons (ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, R. Scott Spielvogel, Tony W. Lee, Triton Water Equity Holdings, LP, and Triton Water Equity Holdings, GP, LLC) are significant beneficial owners of Primo Brands Corporation, making their transactions with the Issuer related-party dealings. The conversion of Class B shares held by Triton Water Parent Holdings, LP into Class A shares is a transaction between a significant shareholder and the Issuer.

Stakeholder Impact

• Shareholders: The conversion consolidates voting power into Class A Common Stock, potentially simplifying the understanding of voting rights and ownership structure. It increases the number of Class A shares outstanding, which could impact per-share metrics if not accounted for.
• Management: The change in ownership structure clarifies the control dynamics, which can influence strategic decision-making and corporate direction.

Key Dates

Keywords

Primo Brands Corporation, Class A Common Stock, Class B Common Stock, Stock Conversion, Beneficial Ownership, SEC Filing, Schedule 13D, Triton Water Parent Holdings, ORCP III DE TopCo GP, Corporate Governance