One Rock Capital Affiliate to Offload 20 Million Primo Brands Shares

Morgan Stanley has been tapped to serve as the sole underwriter for the offering, which is being conducted under a shelf registration statement already cleared by the Securities and Exchange Commission. Primo Brands will not receive any capital from the sale, as the shares are held entirely by the One Rock affiliate.

Simultaneously, the company has entered into a private agreement to repurchase $10 million of its own Class A common stock from the same shareholder. This buyback is scheduled to close concurrently with the secondary offering, provided that standard market conditions are met. Once the transaction concludes, the repurchased shares will be retired and cease to be outstanding. While the share repurchase relies on the successful completion of the public offering, the offering itself remains independent of the buyback's success.