Correspondence 0001193125-25-048328 from Primo Brands Corp (PRMB) (CIK 0002042694) (PRMB)
Primo Brands Corp (PRMB) (CIK 0002042694)
Date: March 6, 2025 · CIK: 0002042694 · Accession: 0001193125-25-048328
AI Filing Summary & Sentiment
File numbers found in text: 001-42404
Referenced dates: March 6, 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
Century City
Paris
March 6, 2025
Chicago
Riyadh
Dubai
San Diego
Via EDGAR
Düsseldorf
San Francisco
Frankfurt
Seoul
Securities and Exchange Commission
Hamburg
Silicon Valley
Division of Corporation Finance
Hong Kong
Singapore
100 F Street, N.E.
Houston
Tel Aviv
Washington, D.C. 20549
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
Attn: Stephany Yang
Claire Erlanger
Division of Corporation Finance
Office of Manufacturing
Re: Primo Brands Corp
Form 10-K for the Fiscal Year Ended December 31, 2024
Filed February 27, 2025
Form 8-K Furnished February 20, 2025
File No. 001-42404
To the addressee set forth above:
On behalf of our client, Primo Brands Corporation (the “Company”), we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated March 6, 2025 (the “Comment Letter”) with respect to the Annual Report on Form 10-K filed with the Commission by the Company on February 27, 2025 (the “Annual Report”) and the Current Report on Form 8-K furnished to the Commission by the Company on February 20, 2025 (the “Current Report”).
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 Current Report, including Exhibit 99.1 thereto.
Form 8-K furnished February 20, 2025
Exhibit 99.1 Press Release
Exhibits 7 and 8, page 17
1. Please tell us your basis for presenting EBITDA, Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow along with Net Income from Continuing Operations and Net Cash Provided by Operating Activities from Continuing Operations on a combined basis.
Response: The Company respectfully notes the Staff’s comment and advises that, as discussed with the Staff, the Company will not present EBITDA, Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow along with Net Income from Continued Operations and Net Cash Provided by Operating Activities from Continuing Operations on a combined basis in future reports filed with, or furnished to, the Commission.
* * * *
March 6, 2025
Page
We hope that the foregoing has been responsive to the Staff’s comment 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
Show Raw Text
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 Century City Paris March 6, 2025 Chicago Riyadh Dubai San Diego Via EDGAR Düsseldorf San Francisco Frankfurt Seoul Securities and Exchange Commission Hamburg Silicon Valley Division of Corporation Finance Hong Kong Singapore 100 F Street, N.E. Houston Tel Aviv Washington, D.C. 20549 London Tokyo Los Angeles Washington, D.C. Madrid Attn: Stephany Yang Claire Erlanger Division of Corporation Finance Office of Manufacturing Re: Primo Brands Corp Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 27, 2025 Form 8-K Furnished February 20, 2025 File No. 001-42404 To the addressee set forth above: On behalf of our client, Primo Brands Corporation (the “Company”), we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated March 6, 2025 (the “Comment Letter”) with respect to the Annual Report on Form 10-K filed with the Commission by the Company on February 27, 2025 (the “Annual Report”) and the Current Report on Form 8-K furnished to the Commission by the Company on February 20, 2025 (the “Current Report”). 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 Current Report, including Exhibit 99.1 thereto. Form 8-K furnished February 20, 2025 Exhibit 99.1 Press Release Exhibits 7 and 8, page 17 1. Please tell us your basis for presenting EBITDA, Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow along with Net Income from Continuing Operations and Net Cash Provided by Operating Activities from Continuing Operations on a combined basis. Response: The Company respectfully notes the Staff’s comment and advises that, as discussed with the Staff, the Company will not present EBITDA, Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow along with Net Income from Continued Operations and Net Cash Provided by Operating Activities from Continuing Operations on a combined basis in future reports filed with, or furnished to, the Commission. * * * * March 6, 2025 Page 2 We hope that the foregoing has been responsive to the Staff’s comment 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 David Hass, Chief Financial Officer, Primo Brands Corporation R. Charles Cassidy III, Latham & Watkins LLP 2