Primo Water Holdings Inc.
Triton Water Holdings, Inc.

Primo Water Holdings Inc.
Triton Water Holdings, Inc.

1150 Assembly Drive, Suite 800                                  900 Long Ridge Road, Building 2
      Tampa, Florida 33607                                             Stamford, Connecticut 06902

January 27, 2025

           To the beneficial owners, or representatives acting on behalf of beneficial owners, of the following series of notes (collectively, the “Existing Notes”):

3.875% Senior Notes due October 31, 2028 (CUSIPs: 224180543 (Rule 144A) & 224180446 (Reg S)) issued by Primo Water Holdings Inc.
4.375% Senior Notes due April 30, 2029 (CUSIPs: 74168LAA4 (Rule 144A) & U74188AB6 (Reg S)) issued by Primo Water Holdings Inc.
6.250% Senior Notes due April 1, 2029 (CUSIPs: 89680E AA7 (Rule 144A) & U8968L AA1 (Reg S)) issued by Triton Water Holdings, Inc.

***

           Primo Water Holdings Inc., a Delaware corporation (the “Primo Issuer”), and Triton Water Holdings, Inc., a Delaware corporation (together with the Primo Issuer, the “Offerors”), are undertaking certain transactions with respect to the Existing Notes (collectively, the “Exchange Offers and Consent Solicitations”), including (i) exchanging any and all of the above listed Existing Notes for new debt securities to be co-issued by the Offerors (the “New Notes”), and (ii) soliciting consents from holders of the Existing Notes to adopt certain proposed amendments to the respective indentures under which the Existing Notes were issued.

           If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of Existing Notes that is an Eligible Holder (as defined below), please complete the attached eligibility letter (the “Eligibility Letter”) and return it to Global Bondholder Services Corporation at the address set forth in the Eligibility Letter. If you are a beneficial owner of Existing Notes that is not an Eligible Holder, please do not take any action at this time.

           An “Eligible Holder” is a beneficial owner that certifies that it is: (a) a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (b) an institutional accredited investor, as defined in SEC Rule 501(a)(1), (2), (3), or (7), or (c) a person that is outside of the “United States” and is not a “U.S. Person,” as those terms are defined in Rule 902 of Regulation S under the Securities Act.. Additional eligibility criteria may apply to holders located in Canada and certain other jurisdictions.

RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 25, 2025.

           This letter is neither an offer of the New Notes nor a solicitation of an offer with respect to the Existing Notes. It does not create any obligations whatsoever on the part of the Offerors to make any offer or on the part of the recipient to participate if an offer is made. The terms of any offer, including the terms of any New Notes, as well as the terms of any consent solicitation with respect to the Existing Notes, will be set forth in a separate offering memorandum, which you are encouraged to carefully read.

           COMPLETED FORMS MUST BE FAXED OR EMAILED TO THE ATTENTION OF GLOBAL BONDHOLDER SERVICES CORPORATION, THE INFORMATION AGENT FOR THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS, AT (212) 430-3775/3779 OR CONTACT@GBSC-USA.COM. You may direct any questions about the eligibility process to:

Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free (855) 654-2015

 

                                                                                                         PRIMO WATER HOLDINGS INC.

                                                                                                         TRITON WATER HOLDINGS, INC.

 

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