DEBT |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| DEBT | DEBT Term Loans On March 31, 2026, Primo Brands entered into an amendment (the “Fifth Amendment”), which amended that certain First Lien Credit Agreement, dated as of March 31, 2021 (as amended prior to the effectiveness of the Fifth Amendment, the “Existing Credit Agreement,” and as further amended by the Fifth Amendment, the “Amended Credit Agreement” and such term loans thereunder, the "Term Loans"), by and among the Company, as the parent borrower, Triton Water Holdings, Inc. and Primo Water Holdings Inc., as borrowers (collectively, together with the Company, the “Borrowers”), the other guarantors party thereto, Morgan Stanley Senior Funding, Inc., as term loan administrative agent and collateral agent, and the other lenders party thereto. The Fifth Amendment amended the Existing Credit Agreement to, among other things, refinance the Company’s then-existing Term Loans (maturing in March 2028) with a new senior secured first lien term loan facility (the “Refinancing Term Facility”) resulting in Term Loans in an aggregate principal amount of $3,090.0 million and to make related changes to effect such refinancing. The Refinancing Term Facility will mature in March 2031 and will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. The proceeds of the Refinancing Term Facility were used to repay and refinance the existing Term Loans outstanding under the Existing Credit Agreement and to pay fees, commissions, costs, expenses, and other amounts related thereto. The interest rate applicable to borrowings under the Refinancing Term Facility will be, at the Company’s option, either (1) the base rate (which is the highest of (x) the overnight federal funds rate, plus 0.50%, (y) the prime rate on such day, and (z) the one-month Secured Overnight Financing Rate (“SOFR”) published on such date, plus 1.00%), plus an applicable margin, or (2) one-, three- or six-month SOFR, plus an applicable margin. The applicable margin for SOFR loans under the Refinancing Term Facility will be 2.75%. The Refinancing Term Facility is subject to a SOFR floor of 0.50%. Immediately prior to the Fifth Amendment, the outstanding balance of the then existing Term Loans was $3,067.6 million. The Fifth Amendment refinanced this balance into $3,090.0 million of Term Loans, representing a net principal increase of $22.4 million. In connection with the Fifth Amendment, the Company assessed the refinancing on a lender-by-lender basis which was accounted for as a combination of debt modification and extinguishment. The Company recorded an unamortized debt discount of $15.5 million and unamortized debt issuance costs of $2.8 million which, along with the existing unamortized debt discount and debt issuance costs, are being amortized over the remaining term using the effective interest method. The write-off of unamortized debt issuance costs and unamortized debt discount, together with fees expensed in connection with the modification, resulted in a loss of nil and $17.7 million, respectively, recorded in Loss on modification and extinguishment of debt in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, unamortized debt issuance costs and discount related to the Term Loans were $49.6 million and $39.4 million, respectively. Debt Covenants The Term Loans contain customary negative covenants including, but not limited to, restrictions on the ability of the Company and its restricted subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends or make other restricted payments, optionally prepay or modify terms of certain junior indebtedness, sell or otherwise transfer certain assets, or enter into transactions with affiliates (in each case subject to permitted exceptions). The revolving credit facility which provides for revolving loans, swing line loans, and standby letters of credit in an aggregate amount of up to $750.0 million and matures in February 2030 (subject to a springing maturity based on conditions set forth in the Amended Credit Agreement) (the "Revolving Credit Facility") contains customary covenants, including, but not limited to, restrictions on our ability and the ability of our subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends or make other restricted payments, sell or otherwise transfer assets, optionally prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change our line of business (in each case subject to permitted exceptions). The Revolving Credit Facility requires the maintenance of (i) a first lien net leverage ratio of less than or equal to 5.00 to 1.00, with no step-downs, and a 0.50 to 1.00 step-up for any four fiscal quarter period in which a material acquisition is consummated, and (ii) a minimum interest coverage ratio of 2.00 to 1.00 at the end of each fiscal quarter. Under the indentures governing the Company's outstanding senior notes, the Company is subject to a number of covenants, including covenants that limit the Company and certain of its subsidiaries’ ability, subject to certain exceptions and qualifications, to, among other things, (i) incur additional debt or issue certain preferred stock, (ii) pay dividends, redeem stock, or make other distributions, (iii) make other restricted payments or investments, (iv) create liens on assets, (v) transfer or sell assets, (vi) create restrictions on payment of dividends or other amounts by the Company to the Company's restricted subsidiaries, (vii) engage in mergers or consolidations, (viii) engage in certain transactions with affiliates, and (ix) designate the Company's subsidiaries as unrestricted subsidiaries. The covenants are substantially similar across each series of the Company's senior notes. Many of the covenants contained in the indentures will not be applicable, and the guarantees of certain senior notes will be released, during any period when the notes have an investment grade rating. The Company was in compliance with all covenants under the agreements governing its indebtedness as of June 30, 2026.
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