BlueTriton Brands and Primo Water have agreed to merge, creating a new healthy hydration company in an all-stock transaction, the companies said Monday.
Primo Water’s brands include Mountain Valley and Crystal Springs; BlueTriton’s include Poland Spring and Deer Park.
The transaction was unanimously approved by their respective boards of directors. Upon closing of the transaction, Tampa, Florida-based Primo Water shareholders and holders of incentive equity are expected to own 43% of the fully diluted shares of the combined company, and Stamford, Connecticut-based BlueTriton shareholders are expected to own 57% of the fully diluted shares, Primo Water Corp. said.
“The transaction offers a compelling strategic rationale and combines the complementary strengths of Primo Water and BlueTriton, creating a North American leader in pure-play healthy hydration with diversified offerings across products, formats, channels and consumer occasions,” Primo Water said. “The combined company will have significant financial and operating presence with combined net revenue and adjusted EBITDA, inclusive of $200 million in estimated cost synergies, of $6.5 billion and $1.5 billion, respectively, for the 12-month period ended that March 31, 2024.”
Dual Headquarters
The new company is expected to be headquartered in Tampa, Florida, and Stamford, Connecticut, Primo Water said. Dean Metropoulos, the current chairman of the board of BlueTriton, will serve as nonexecutive chairman of the board of the combined company.
Upon close, Robbert Rietbroek, the current Primo Water CEO, will serve in the same role for the new company. David Hass, Primo Water’s current chief financial officer, will serve in the same position, and Rob Austin, the current BlueTriton chief operating officer of BlueTriton, will serve in the same role.
Primo Water is a North America-focused, branded water solutions company with a broad portfolio of sustainable hydration brands operating primarily in the large format water category. Brands include Primo Water, Mountain Valley, Crystal Springs, Sparkletts and Alhambra.
Primo Water’s net revenue from continuing operations grew from $1.4 billion in 20213 to $1.8 billion during the 12-month period that ended March 31, 2024, a compounded annual growth rate of 11%, the company said. Adjusted EBITDA grew from $304 million to $399 million over that same period, a compounded annual growth rate of 13%.
BlueTriton is a North American beverage company with a portfolio of national and regional water brands, including Poland Spring, Deer Park, Ozarka, Ice Mountain, Zephyrhills, Arrowhead, Saratoga and Pure Life. Through its ReadyRefresh business in the United States, BlueTriton also serves the home and office beverage delivery segment with a portfolio of water brands.
Revenue Growth
BlueTriton was acquired in February 2021 by an affiliate of One Rock Capital Partners, in partnership with Metropoulos and Co., Primo Water said. Since the acquisition, BlueTriton's net revenue grew from $3.9 billion in 2021 to $4.7 billion during the 12-month period that ended March 31, 2024, a compounded annual growth rate of 9%. Adjusted EBITDA grew from $531 million to $857 million over that same period, a compounded annual growth rate of 24%.
“We are excited to combine Primo Water with BlueTriton to create a leading North American pure-play healthy hydration company,” Rietbroek said. “The transaction is expected to deliver significant value to our shareholders along with the opportunity to participate in the long-term upside potential of the combined company, which will build upon and complement our existing healthy hydration platform.”
The combined company will benefit from a diversified portfolio of brands, a national footprint and the strength of the combined delivery platform to better serve customers, he added.
“With greater presence, we also believe that we will have greater ability to positively impact our communities, invest in water stewardship, and bring circular packaging and refillable options to more people in more places.”
Joey Bergstein, BlueTriton CEO, said, “The combination of BlueTriton and Primo Water enables our iconic, trusted brands, many with over 100 years of rich heritage, to further expand distribution and reach a broader base of customers with healthy hydration solutions.
“With greater presence, we also believe that we will have greater ability to positively impact our communities, invest in water stewardship, and bring circular packaging and refillable options to more people in more places,” he added.
Metropoulos, incoming chairman of the new company, said, “Today’s announcement marks an important milestone for the North American beverage category with the creation of a new, leading healthy hydration platform. The increased presence, diversified product portfolio, focus on free cash flow generation, strong balance sheet and estimated cost synergies provide the foundation for long-term value creation for our shareholders.”
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