Culligan International, backed by BDT Capital Partners managed funds, will acquire the ‘significant portion’ of Primo Water’s international business.
Setting out its plans to focus on its home market in North America, the agreement marks Primo’s first step in exiting all its international businesses. While today's transaction with Culligan excludes the Aimia Foods, United Kingdom, Portugal, and Israel businesses, each of these will be sold across 2024.
In North America, the company already has ‘leadership, scale and a significant addressable customer opportunity’, it says.
"We are pleased to have reached an agreement [with Culligan] that we believe unlocks significant value for Primo Water shareowners,” said Tom Harrington, Chief Executive Officer, Primo Water, as the sale was announced this morning.
“The transaction was the result of a proactive board-led process that resulted in an agreement that offers an attractive premium valuation for a significant portion of our international businesses and simplifies and focuses Primo Water on our core North American water business.
“Looking ahead, we will be laser-focused on growing the North American business, increasing our profitability and margins, enhancing our balance sheet strength, and returning capital to shareowners."
North American focus
Headquartered in Florida, Primo Water has a diversified business mix in North America across Water Dispensers, Water Direct, Water Exchange, Water Refill, and Water Filtration, as well as a mix of residential and commercial customers.
The sale of the international business marks 'a major milestone in Primo Water's transformation as a company', creating a simplified structure.
It gives it "the financial flexibility to pursue organic growth, reduce leverage, return capital, accelerate accretive tuck-in acquisitions and engage in strategic opportunities complementary and adjacent to the core North American water business.'
- Up to $575m all-cash purchase price for a significant portion of Primo Water's international businesses
- 'Attractive premium valuation multiple' of approximately 11x adjusted EBITDA based on trailing twelve months ended July 1, 2023.
- Upon closing the Transaction, Primo Water intends to repay the outstanding balance on its cash flow revolver, with a long-term goal of sustaining adjusted net leverage under 2.5x Adjusted EBITDA.
- Also upon closing, an incremental $25m share repurchase will be authorized, revising the share repurchase authorization to $75m.
- The transaction is expected to close by December 31, 2023, subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions.