SecProbe.io

January 31, 2025
Robbert Rietbroek
Chief Executive Officer
Primo Brands Corp
1150 Assembly Drive, Suite 800
Tampa, FL 33607
Re:Primo Brands Corp
Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284501
Dear Robbert Rietbroek:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 24, 2025
Industry and Market Data, page iii
1.We note your response to prior comment 1. However, disclosure in this section
continues to state that, "there can be no assurance as to the accuracy or completeness
thereof." As this statement may imply an inappropriate disclaimer of responsibility
with respect to the referenced information, please either revise to remove such
implication or specifically state that you are liable for all information in the
registration statement.
Risk Factors, page 6
2.We note your disclosure on page 112 that you are materially dependent on certain
spring sources. Please provide appropriate risk factor disclosure about this
dependence.

January 31, 2025
Page 2
3.We note your response to prior comment 7. Please revise the risk factor caption on
page 35 that states, "[W]e may not be able to generate sufficient cash flows from
operations," for consistency with disclosure on page 76 that, "[W]e do not expect to
generate sufficient cash from operations to repay at maturity the entirety of the then-
outstanding balances of our indebtedness." In addition, please reconcile the apparent
inconsistency between disclosure on page 32 that you do not expect to generate
sufficient cash flows or have borrowings available to fund your other liquidity needs,
and disclosure on page 76 that you have sufficient liquidity for the next 12 months
and foreseeable future.
4.We note your response to prior comment 8. Please further revise to discuss whether
you are seeking a credit rating and, if so, the status of this process. If you will not
receive a credit rating, revise references to the company in the risk factor relating to
credit ratings on page 34.
Business, page 112
5.We note your response to prior comment 14. Please further revise your disclosure to
discuss the material terms of your water leases and joint relationships, clearly
indicating how these relate to the water sources identified as material on page 112.
With respect to development plans to enhance your digital platforms and e-commerce
methods, additionally discuss the status and expected timetable.
Intellectual Property, page 118
6.We note your disclosure on page 112 that you "own registrations for various
trademarks in Europe and Israel." Please revise to include a discussion of those
trademarks in this section.
Legal Proceedings
Patane Litigation, page 120
7.We note your revisions in response to prior comment 16. Please further disclose the
remedies sought in this litigation, including quantification of monetary damages.
Revise risk factor disclosure as appropriate to discuss the potential consequences and
material related risks if you do not prevail in this litigation.
Incorporation of Certain Information by Reference, page 186
8.Since you have not yet filed an annual report for your most recently completed fiscal
year, you are not eligible to incorporate information by reference into your
registration statement. Refer to General Instruction VII.C of Form S-1. Please amend
the registration statement to include all of the disclosure required by Form S-1, or, in
the alternative, file your annual report on Form 10-K for the fiscal year ended
December 31, 2024, and update this section accordingly.

January 31, 2025
Page 3
Exhibits
9.Disclosure on page 149 indicates that you entered into offer letter agreements in
December 2024 with five named executive officers. Please file each such agreement
as an exhibit to your registration statement. In this regard, we note that Exhibits
10.19-10.23 appear to be offer letters or agreements from prior dates, and none relate
to Hih Song Kim.
10.Please revise your exhibit index to accurately reflect any redactions. We note that
Exhibits 10.22 and 10.24 appear to redact certain information pursuant to Item
601(b)(10)(iv), but this is not indicated by a footnote to the exhibit index.
General
11.We note that your Form 8-K filed on January 28, 2024, discusses exchange offers for
outstanding notes and solicitation of noteholder consent to amend restrictive
covenants and other provisions. Please include disclosure regarding these offers and
potential amendments, including revisions to related risk factors as appropriate.
Without limitation, your disclosure should indicate whether amendments will trigger
the Beneficial Ownership Sunset Time and result in your being a "controlled
company."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing