AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 10, 2020
Registration Statement No. 333-221938
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1
to
Form S-3
Registration Statement No. 333-221938
UNDER
THE
SECURITIES ACT OF 1933
Primo Water Holdings LLC
(successor in interest to Primo Water Corporation)
(Exact name of registrant as specified in its charter)
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Delaware
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82-1161432
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4221 West Boy Scout Boulevard, Suite 400
Tampa, Florida 33607
(813) 313-1732
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Marni Morgan Poe
Chief
Legal Officer
Primo Water Holdings LLC (f/k/a Fore Merger LLC)
(as successor by merger to Primo Water Corporation)
4221 West Boy Scout Boulevard, Suite 400
Tampa, Florida 33607
(813) 313-1732
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Matthew H. Meyers
Faegre
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
Telephone: (215) 988-2700
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to
this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐