S-3DPOS 1 ef20038250_s3dpos.htm S-3DPOS

As filed with the Securities and Exchange Commission on November 12, 2024

Registration No. 333-204287

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 FORM S-3D (NO. 333-204287)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PRIMO WATER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ontario		98-0154711
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1150 Assembly Dr., Suite 800, Tampa, FL 33607

(Address of Principal Executive Offices)(Zip Code)

Marni Morgan Poe

Chief Legal Officer

Primo Water Corporation

1150 Assembly Drive, Suite 800

Tampa, Florida, United States

(813) 313-1732

(Name, address, telephone number, including area code, and zip code, of agent for service)

Copies to:

Matthew H. Meyers

Faegre Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, Pennsylvania 19103

Tel.: (215) 988-2700

Michelle Vigod

Goodmans LLP

Bay Adelaide Centre

33 Bay Street, Suite 3400

Toronto, ON M5H2S7

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated Filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

This post-effective amendment (the “Post-Effective Amendment”) relates to Registration Statement No. 333-204287, originally filed with the SEC on May 19, 2015 by Primo Water Corporation (the “Company”), which registered the offer and sale of 4,000,000 shares of Common Stock issuable pursuant to the Company’s Dividend Reinvestment Plan (the “Registration Statement”).

On November 8, 2024 (the “Closing Date”), the Company completed the previously announced business combination transaction contemplated by the arrangement agreement and plan of merger (as amended, the “Arrangement Agreement”) with Triton Water Parent, Inc. (“BlueTriton”), Triton US HoldCo, Inc., a wholly-owned subsidiary of BlueTriton (“NewCo”), Triton Merger Sub 1, Inc., a wholly-owned subsidiary of NewCo (“Merger Sub”) and 1000922661 Ontario Inc., a wholly-owned subsidiary of NewCo (“Amalgamation Sub”).

Pursuant to the Merger Agreement, (i) Amalgamation Sub, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the Business Corporations Act (Ontario), acquired all of the issued and outstanding shares of Primo in exchange for shares of NewCo, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with Primo Water surviving as a wholly-owned subsidiary of NewCo (the “Arrangement”); (ii) immediately following the Arrangement, Merger Sub was merged with and into BlueTriton (the “Merger”), with BlueTriton surviving the Merger as a wholly-owned subsidiary of NewCo; (iii) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving company in the Merger, was merged with and into NewCo (the “Subsequent Merger” and, together with the Merger, the “Mergers” and, collectively with the Arrangement, the “Transaction”), with NewCo being the surviving corporation in the Subsequent Merger; and (iv) as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., a wholly-owned subsidiary of BlueTriton, are wholly-owned subsidiaries of NewCo, which changed its name to “Primo Brands Corporation”.

In connection with the Transaction, the Company has terminated all offerings of Common Stock pursuant to the Registration Statement. In accordance with an undertaking made by the Company in or incorporated by reference in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration any and all such securities of the Company registered under the Registration Statement that remain unsold or otherwise unissued as of the date this Post-Effective Amendment.

The foregoing summary of the Arrangement Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Primo Water Corporation, certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on November 12, 2024.

PRIMO WATER CORPORATION

By:	/s/ Marni Morgan Poe
Name: Marni Morgan Poe
Title: Chief Legal Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

SEC Form S-3DPOS filed by Primo Water Corporation