Primo Water and BlueTriton Join Forces in $6.5B Healthy Hydration Mega-Merger

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In a transformative move to build a dominant healthy hydration platform across North America, Primo Water Corporation and BlueTriton Brands have agreed to merge in an all-stock deal. The combination will create a new water industry juggernaut with over $6.5 billion in projected annual revenues from its diversified portfolio of bottled water, dispensers and delivery services.

The companies announced the definitive merger agreement on June 17th, under which Primo Water shareholders will own 43% of the new combined entity and BlueTriton shareholders will hold the remaining 57% stake. Upon closing, expected in the first half of 2025, the new company will boast significant scale and market presence as the leading pure-play healthy hydration business in North America.

Primo Water, based in Tampa, Florida, is a major provider of sustainable hydration solutions with a broad range of purified bottled waters sold through large format dispensers, watermakers and water refill stations. Its brand stable includes Primo Water, Crystal Springs, Mountain Valley and Sparkletts, among others.

BlueTriton, headquartered in Stamford, Connecticut, owns some of the most recognized regional spring water brands like Poland Spring, Deer Park, Ozarka, Ice Mountain, Zephyrhills and Arrowhead. Through its ReadyRefresh home and office delivery service, it also has a strong direct-to-consumer channel.

The combined company projects a staggering $1.5 billion in pro forma adjusted EBITDA for the 12 months ended March 2024, including an expected $200 million in annual cost synergies to be fully realized within three years post-close. Primo and BlueTriton anticipate over $565 million in adjusted free cash flow for that period.

The increased brand presence, diversified offerings across formats and price points, and enhanced distribution capabilities position the combined entity for sustained long-term growth in the healthy hydration space.

BlueTriton’s owner, private equity firm One Rock Capital Partners, sees the deal as creating an industry-leading healthy beverage platform with iconic American water brands that can capitalize on increasing consumer focus on health and wellness. The press release states it is “an important milestone” for the beverage category.

To help fund the integration, Primo Water plans to pay a special dividend of up to $133 million to its current shareholders prior to closing. The new entity intends to maintain Primo’s existing $0.36 per share annualized dividend policy initially.

The transaction, already approved by both companies’ boards, still requires regulatory approvals, a green light from Primo Water shareholders, and court approval of the legal arrangement. But if cleared as expected, the merged business projects a solid financial profile with forecasted leverage of 3.0x net debt to EBITDA at closing and a target to delever to 2.0-2.5x in the medium-term.

With beverage giants increasingly pushing into functional and better-for-you categories, the supercharged scale and brand diversity arising from the Primo-BlueTriton union could make for a powerful contender in capturing health-conscious consumer demand for enhanced, sustainable hydration options.

Learn about more emerging growth companies by attending Noble Capital Markets’ Consumer / TMT Virtual Equity Conference on June 26-27, 2024.


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