Correspondence 0001193125-25-039345 from Primo Brands Corp (PRMB) (CIK 0002042694) (PRMB)
Primo Brands Corp (PRMB) (CIK 0002042694)
Date: Feb. 27, 2025 · CIK: 0002042694 · Accession: 0001193125-25-039345
AI Filing Summary & Sentiment
File numbers found in text: 333-284501
Referenced dates: February 21, 2025
Letter
555 Eleventh Street, N.W., Suite 1000
Washington, D.C. 20004-1304
Tel: +1.202.637.2200 Fax: +1.202.637.2201
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
February 27, 2025
Century City
Paris
Chicago
Riyadh
Via EDGAR
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Hamburg
Silicon Valley
Hong Kong
Singapore
Houston
Tel Aviv
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
Attn:
Erin Donahue
Jennifer Angelini
Division of Corporation Finance
Office of Manufacturing
Re: Primo Brands Corp
Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284501
To the addressee set forth above:
On behalf of our client, Primo Brands Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 21, 2025 (the “Comment Letter”) with respect to the Registration Statement on Form S-1 initially filed with the Commission by the Company on January 24, 2025. Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”).
For your convenience, we have included the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1 filed February 7, 2025
Risk Factors
In the future, we may be considered a “controlled company”….page 23
1. Please revise the caption and text of this risk factor to reflect your expected controlled company status following the proposed amendments, rather than discussing this hypothetically. Clarify that the requisite consent has been obtained, identify the expected timing for your capital structure change, and more fully discuss the consequences of removal of the 49% voting limitation. Disclose potential conflicts of interest related to the controlling shareholder interest and management roles, including majority board representation, and material risks related to the ability to control matters requiring shareholder approval.
February 27, 2025
Page 2
Response: The Company respectfully notes the Staff’s comment and notes that, pursuant to General Instruction VII of Form S-1, the Registration Statement now incorporates by reference the risk factors included in the Company’s Annual Report on Form 10-K, filed with the Commission on February 27, 2025 (the “Annual Report”). The Company notes further that it has otherwise revised the disclosure on page 6 to address the Staff’s comment.
General
2. Please update the financial statements of Primo Brands Corporation, Triton Water Parent, and Primo Water Corporation to be compliant with Rule 3-12 of Regulation S-X.
Response: The Company respectfully notes the Staff’s comment and has incorporated by reference the Annual Report containing updated financial statements for the Company to be compliant with Rule 3-12 of Regulation S-X.
3. We note your response to our prior comment 11. Please further revise your disclosure to address the following items:
•
Disclose the expected timing for the proposed amendments and resulting change in your capital structure;
•
Provide prospectus cover and summary disclosure regarding your controlled company status, including the percentage ownership of your controlling shareholder and your current intent not to rely on NYSE exemptions;
•
Update disclosure regarding your refinancing, including the results of the exchange offers, and summarize material terms of new instruments or arrangements; and
•
File any material related agreements as exhibits to your registration statement.
Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages iii, iv, 2, 14, 69, 70, 71, 72, 73, 74, II-2, II-3, II-4, II-5, and on the prospectus cover. The Company has filed the related material agreements as Exhibits 4.3, 4.7, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 10.9, 10.10 and 10.11 to the Registration Statement.
* * * *
February 27, 2025
Page 3
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258 or my colleague Charles Cassidy at (202) 637-2176.
Very truly yours,
/s/ Jason M. Licht
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CORRESP 1 filename1.htm CORRESP 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County February 27, 2025 Century City Paris Chicago Riyadh Via EDGAR Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid Attn: Erin Donahue Jennifer Angelini Division of Corporation Finance Office of Manufacturing Re: Primo Brands Corp Registration Statement on Form S-1 Filed January 24, 2025 File No. 333-284501 To the addressee set forth above: On behalf of our client, Primo Brands Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 21, 2025 (the “Comment Letter”) with respect to the Registration Statement on Form S-1 initially filed with the Commission by the Company on January 24, 2025. Concurrently with the submission of this letter, the Company has publicly filed Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”). For your convenience, we have included the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. Amendment No. 1 to Registration Statement on Form S-1 filed February 7, 2025 Risk Factors In the future, we may be considered a “controlled company”….page 23 1. Please revise the caption and text of this risk factor to reflect your expected controlled company status following the proposed amendments, rather than discussing this hypothetically. Clarify that the requisite consent has been obtained, identify the expected timing for your capital structure change, and more fully discuss the consequences of removal of the 49% voting limitation. Disclose potential conflicts of interest related to the controlling shareholder interest and management roles, including majority board representation, and material risks related to the ability to control matters requiring shareholder approval. February 27, 2025 Page 2 Response: The Company respectfully notes the Staff’s comment and notes that, pursuant to General Instruction VII of Form S-1, the Registration Statement now incorporates by reference the risk factors included in the Company’s Annual Report on Form 10-K, filed with the Commission on February 27, 2025 (the “Annual Report”). The Company notes further that it has otherwise revised the disclosure on page 6 to address the Staff’s comment. General 2. Please update the financial statements of Primo Brands Corporation, Triton Water Parent, and Primo Water Corporation to be compliant with Rule 3-12 of Regulation S-X. Response: The Company respectfully notes the Staff’s comment and has incorporated by reference the Annual Report containing updated financial statements for the Company to be compliant with Rule 3-12 of Regulation S-X. 3. We note your response to our prior comment 11. Please further revise your disclosure to address the following items: • Disclose the expected timing for the proposed amendments and resulting change in your capital structure; • Provide prospectus cover and summary disclosure regarding your controlled company status, including the percentage ownership of your controlling shareholder and your current intent not to rely on NYSE exemptions; • Update disclosure regarding your refinancing, including the results of the exchange offers, and summarize material terms of new instruments or arrangements; and • File any material related agreements as exhibits to your registration statement. Response: The Company respectfully notes the Staff’s comment and has revised the disclosure on pages iii, iv, 2, 14, 69, 70, 71, 72, 73, 74, II-2, II-3, II-4, II-5, and on the prospectus cover. The Company has filed the related material agreements as Exhibits 4.3, 4.7, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 10.9, 10.10 and 10.11 to the Registration Statement. * * * * 2 February 27, 2025 Page 3 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258 or my colleague Charles Cassidy at (202) 637-2176. Very truly yours, /s/ Jason M. Licht Jason M. Licht of LATHAM & WATKINS LLP cc: Robbert Rietbroek, Chief Executive Officer and Director, Primo Brands Corporation Marni Morgan Poe, General Counsel and Corporate Secretary, Primo Brands Corporation R. Charles Cassidy III, Latham & Watkins LLP 3