Triton Water Holdings, Inc. Announces Launch of Offering of $670 million Aggregate Principal Amount of Senior Unsecured Notes due 2029 and $750 million Aggregate Principal Amount of Senior Secured Notes due 2028

Supports Previously Announced Acquisition of Nestlé Waters North America from Nestlé S.A.

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Mar 15, 2021, 07:30 ET

STAMFORD, Conn., March 15, 2021 /PRNewswire/ -- Triton Water Holdings, Inc. ("Triton Holdings"), which will acquire certain assets and all of the equity interests and assets of certain entities that, together with their subsidiaries and the acquired assets, comprise the U.S. and Canadian domestic waters business of Nestlé S.A. ("Nestlé Waters North America") in connection with a proposed acquisition of Nestlé Waters North America (the "Acquisition") by certain investment funds managed by One Rock Capital Partners, LLC ("One Rock"), Metropoulos & Co. and certain co-investors, announced today that it intends to commence a private offering of $670 million aggregate principal amount of senior unsecured notes due 2029 (the "Unsecured Notes") and $750 million aggregate principal amount of senior secured notes due 2028 (the "Secured Notes" and, together with the Unsecured Notes, the "Notes"). The offering of the Notes (the "Offering") is part of the financing for the Acquisition, and there can be no assurance that the Acquisition or the Offering will be completed.

Triton Holdings intends to use the net proceeds of the Offering, together with proceeds from a new seven-year senior secured term loan and an equity contribution from One Rock, Metropoulos & Co. and certain co-investors, to finance the Acquisition, fund cash to the balance sheet and pay related fees and expenses.

The Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act.

The Notes will not be or have not been registered under the Securities Act or the securities laws of any state or other jurisdictions and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the rules promulgated thereunder.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT NESTLÉ WATERS NORTH AMERICA

Nestlé Waters North America offers an unrivaled portfolio of bottled water brands for healthy hydration, including Poland Spring® Brand 100% Natural Spring Water, Nestlé® Splash and Nestlé® Pure Life®. The company also owns and operates ReadyRefresh®, a customizable water and beverage delivery service.

Based in Stamford, Connecticut with approximately 7,000 associates in the United States and more than 230 in Canada, Nestlé Waters North America manages natural resources for long-term sustainability, and conserves more than 20,000 acres of natural watershed area. It currently sources water for six regional spring water brands from 42 active springs throughout the United States and Canada. Nestlé Waters North America is also committed to creating shared value and being a good neighbor in the more than 120 communities where it operates in the United States and Canada.

ABOUT METROPOULOS & CO.

Metropoulos & Co., led by principals Dean Metropoulos, Evan Metropoulos and Daren Metropoulos, is a leading, family-owned investment firm that leverages extensive industry knowledge, operational expertise and flexible capital to revive and reimagine brands and businesses in the food and beverage, consumer products, and other diversified sectors. Over the course of four decades, the firm has invested in more than 80 entities – transforming companies, accelerating revenue and earnings growth, and propelling to renewed prominence scores of iconic brands in the U.S., Canada and Europe. These include Hostess Brands, Pabst Brewing Company, Utz, Pinnacle Foods, Aurora Foods, Stella Foods, The Morningstar Group, International Home Foods, Ghirardelli Chocolates, Mumm and Perrier Jouet Champagnes and Hillsdown Holdings, PLC (Premier International Foods and Christie Tyler Furniture), as well as Briggs & Stratton, among others in a variety of industries.

The firm also has participated in several recent SPAC transactions as an investor and/or sponsor, including Luminar Technologies, Verra Mobility, PAE, Inc. and UWM Holdings Corp.

ABOUT ONE ROCK CAPITAL PARTNERS, LLC

One Rock makes controlling investments in companies with potential for growth and operational improvement using a rigorous approach that utilizes highly experienced Operating Partners to identify, acquire and enhance businesses in select industries. The involvement of these Operating Partners affords One Rock the ability to conduct due diligence and consummate acquisitions and investments in all types of situations, regardless of complexity. One Rock works collaboratively with company management and its Operating Partners to develop a comprehensive business plan focused on growing the enterprise and its profitability to enhance long-term value.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

SOURCE One Rock Capital Partners, LLC