SCHEDULE: Primo Brands Major Shareholder Refinances Stake, Enters Forward Contract

A key shareholder group of Primo Brands Corp. has refinanced a significant portion of its Class A Common Stock, pledging shares as collateral for a new pre-paid variable share forward transaction.

Summary

• ORCP III DE TopCo GP, LLC and affiliated entities (the "Reporting Persons") collectively beneficially own 116,210,806 shares of Primo Brands Corp. Class A Common Stock, representing 31.4% of the outstanding class as of November 3, 2025.
• Triton Water Equity Holdings, LP distributed 18,593,729 shares of Class A Common Stock to its parent, Triton Water Parent Holdings, LP, which then contributed these shares to its subsidiary, Triton Water Forward Holdings, LP.
• This share movement was undertaken to facilitate the pledge of these 18,593,729 shares as collateral for a new Pre-paid Variable Share Forward Transaction (the "Forward Contract") with JPMorgan Chase Bank, N.A.
• Concurrently, Triton Water Equity Holdings, LP and Triton Water Equity Holdings GP, LLC amended their existing Loan Agreement with JPMorgan Chase Bank, N.A. to refinance it.
• As part of the refinancing, the 18,593,729 shares were released from the original Loan Agreement collateral and subsequently pledged to secure the Forward Contract (the "VPF Pledged Shares").
• An additional 97,617,077 shares of Class A Common Stock remain pledged as collateral under the original Loan Agreement (the "Margin Loan Pledged Shares").
• Triton Water Forward Holdings, LP received a prepayment of approximately $139 million from JPMorgan under the Forward Contract, which will be used to refinance outstanding obligations under the Loan Agreement.
• The Forward Contract obligates Triton Water Forward Holdings, LP to deliver shares or an equivalent amount of cash to JPMorgan on specified dates until the maturity date of January 6, 2028.
• The number of shares or cash delivered depends on the Class A Common Stock's Settlement Price relative to a Floor Price of $7.50 and a Cap Price of $15.75.
• The Reporting Persons retain ownership and voting rights of the VPF Pledged Shares during the term of the Forward Contract, unless physically settled or in case of default.
• A 60-day lock-up period applies to Triton Water Forward Holdings, LP and Triton Water Equity Holdings, LP, restricting the sale or disposition of their Class A Common Stock, with limited exceptions.

Sentiment

Score: 6

Explanation: The filing details a complex financial transaction by a major shareholder to refinance and hedge a significant equity stake. While it provides liquidity to the shareholder and includes a lock-up, the pledging of shares and exposure to market fluctuations introduce some risk. The transaction itself is neutral for the company's operations but reflects active management of a large block of shares.

Positives

• The prepayment of approximately $139 million provides significant liquidity to the Reporting Persons, enabling them to refinance existing obligations.
• The Reporting Persons retain voting and ordinary dividend rights over the 18,593,729 shares pledged under the Forward Contract, maintaining their influence over Primo Brands Corp.
• The 60-day lock-up period for Triton Water Forward Holdings, LP and Triton Water Equity Holdings, LP prevents immediate large-scale selling of their Class A Common Stock, potentially stabilizing the share price in the near term.

Negatives

• A substantial portion of the Reporting Persons' stake (116,210,806 shares, or 31.4% of the company) is pledged as collateral under various agreements, exposing it to potential foreclosure if obligations are not met.
• The variable share forward contract introduces exposure to market price fluctuations, as the settlement terms (number of shares or cash delivered) are dependent on the stock's performance relative to the Floor Price ($7.50) and Cap Price ($15.75).
• The lock-up period restricts the Reporting Persons' ability to sell or dispose of their shares for 60 days, limiting their flexibility to react to market changes.

Risks

• Market price volatility of Primo Brands Corp. Class A Common Stock could adversely affect the value of the pledged collateral and the settlement outcome of the Forward Contract.
• Risk of default by Triton Water Forward Holdings, LP on its obligations under the Forward Contract or by Triton Water Equity Holdings, LP under the Loan Agreement, which could lead to JPMorgan exercising remedies, including foreclosure on the pledged shares.
• The Forward Contract includes provisions for 'Additional Disruption Events' such as Change in Law, Increased Cost of Hedging, Hedging Disruption, Increased Cost of Stock Borrow, and Loss of Stock Borrow, which could lead to adjustments or termination of the transaction.
• An 'Excess Ownership Position' clause in the Forward Contract (Section 4(a)) could trigger a partial termination of the transaction if JPMorgan's beneficial ownership limits are exceeded, potentially forcing an early settlement.
• The terms of the Forward Contract and Loan Agreement are complex, and their interpretation or unforeseen market events could lead to adverse outcomes for the Reporting Persons.

Future Outlook

The Forward Contract establishes a long-term financial arrangement for a significant portion of the Reporting Persons' stake in Primo Brands Corp., extending until January 6, 2028. The variable settlement mechanism, based on the stock's price relative to defined floor and cap prices, indicates a structured approach to managing future market exposure and potential monetization of the shares. The 60-day lock-up period suggests a near-term commitment to holding the current position.

Industry Context

This transaction represents a common strategy employed by large institutional shareholders, such as private equity firms, to manage significant equity positions. Pre-paid variable share forward contracts allow shareholders to obtain liquidity or hedge market exposure without immediately divesting their shares or relinquishing voting control. The involvement of JPMorgan Chase Bank, N.A. highlights the role of major financial institutions in facilitating such complex equity derivative transactions for large block holders. This type of financial engineering is a standard tool for sophisticated investors to optimize their capital structure and risk profile related to substantial equity investments.

Comparison to Industry Standards

• Pre-paid variable share forward transactions are a standard financial instrument used by large shareholders to manage liquidity and market risk, similar to those seen with other private equity-backed companies or large individual investors.
• The structure, including floor and cap prices, collateral pledges, and lock-up periods, aligns with typical industry practices for such structured equity derivatives.
• JPMorgan Chase Bank, N.A. is a prominent counterparty in these types of transactions, indicating a robust and established market for such financial products.
• The filing does not provide specific comparable companies, projects, or results to benchmark against, as it focuses on the shareholder's financing activities rather than the company's operational performance.

Related Party Transactions

• The Reporting Persons, including ORCP III DE TopCo GP, LLC, Triton Water Parent Holdings, LP, Triton Water Equity Holdings, LP, Triton Water Equity Holdings GP, LLC, Triton Water Forward Holdings, LP, and Triton Water Forward Holdings GP, LLC, are related entities under common control or management (R. Scott Spielvogel and Tony W. Lee).
• The distribution of shares from Triton Water Equity Holdings, LP to Triton Water Parent Holdings, LP, and subsequent contribution to Triton Water Forward Holdings, LP, constitutes an intra-group transaction.
• The refinancing of the Loan Agreement and the Pre-paid Variable Share Forward Transaction involve these related entities as borrowers/counterparties with JPMorgan Chase Bank, N.A.

Stakeholder Impact

• Shareholders: The significant beneficial ownership (31.4%) by the Reporting Persons remains, with their voting rights largely intact. The 60-day lock-up period may reduce near-term selling pressure from this large block. The structured nature of the forward contract provides a defined framework for managing this substantial equity position.
• Creditors (JPMorgan Chase Bank, N.A.): JPMorgan's position is secured by a substantial number of Primo Brands Corp. Class A Common Stock shares, mitigating credit risk associated with the loan and forward contract.
• Primo Brands Corp.: The company's operational performance is not directly impacted by this shareholder financing activity, but the stability and long-term commitment implied by a major shareholder's structured financing can be viewed positively by the market.

Next Steps

• Triton Water Forward Holdings, LP and Triton Water Equity Holdings, LP must comply with the 60-day lock-up period, restricting sales or dispositions of Class A Common Stock.
• The Forward Contract will proceed with settlement on specified dates over a period of time ending on the Maturity Date of January 6, 2028, with the Counterparty delivering shares or cash based on the Settlement Price.
• JPMorgan Chase Bank, N.A. will continue to hold the pledged shares as collateral for the Loan Agreement and the Forward Contract.

Key Dates

Recommendation

This filing primarily details a significant shareholder's financial strategy regarding their stake in Primo Brands Corp., involving refinancing and a pre-paid variable share forward transaction. It does not provide new information on the company's operational performance or financial health. While the transaction provides liquidity to the shareholder and includes a lock-up, it also involves pledging a large block of shares. Without company-specific performance data, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further operational or financial updates from Primo Brands Corp. itself.

Keywords

Primo Brands Corp, PRMB, Schedule 13D, Beneficial Ownership, Forward Contract, Refinancing, JPMorgan, Collateral, Lock-up, Equity Derivatives, One Rock Capital