Good morning, ladies and gentlemen, and welcome to today's conference call to discuss the creation of a leading North American pure-play healthy hydration company. As a reminder, today's conference is being recorded. I would now like to turn the conference over to Jon Kathol, Primo Water's Vice President of Investor Relations. Please go ahead. Thank you for joining us today. All participants are currently in listen-only mode. This call is being webcast live at the investor relations website of Primo Water at primowatercorp.com, and will be available there for playback. The website also contains a slide presentation accompanying today's prepared remarks, which is available for download. Before we begin our prepared remarks, I'd like to remind you that some of our comments today may include forward-looking statements regarding the estimated or anticipated future results of the combined company following the transaction, the anticipated benefits and strategic rationale of the transaction, including estimated synergies and capital expenditure rates, forecast performance metrics of the combined company, the ability of Primo Water and BlueTriton to complete the transaction on terms described during today's call or at all, the expected timing of the completed transaction, receipt of regulatory, court, and stock exchange approvals, and other statements that are not historical facts. These matters involve risks and uncertainties that could cause our actual results to materially differ from our forward-looking statements. These forward-looking statements and risks are discussed in the investor presentation made available on both companies' websites and in the filings made by Primo Water with the Securities and Exchange Commission. We undertake no obligation to revise or update publicly any forward-looking statements made today. Our speakers today are Dean Metropoulos, current Chairman of BlueTriton and incoming Chairman of the combined company, Robbert Rietbroek, current Chief Executive Officer of Primo Water and incoming Chief Executive Officer, and David Hass, current Chief Financial Officer of Primo Water and incoming Chief Financial Officer. This morning's call will start with Dean, who will introduce NewCo and provide an overview of the highlights of the combination. He will be followed by Robbert and David, who will review the strategic rationale and specific details of the transaction. We will then conclude with a question-and-answer session. With that, I would like to turn the call over to Dean Metropoulos. Thank you, John. Good morning, everyone, and thank you for joining the call. I'm excited to join you all today. As you may know, I have been part of private equity and public company investments over the last 40 years and have extensive experience owning and operating successful food and beverage businesses. Just over 3 years ago, One Rock Capital Partners and I joined forces to acquire former Nestlé Waters' North American business, which we subsequently renamed BlueTriton Brands. Since then, we have transformed the BlueTriton business by making significant investments in our operating infrastructure, unlocking synergies between our leading retail and home and office delivery business, and leading the industry on sustainability efforts to make us a water business for the future. Today, BlueTriton is a leader in the healthy hydration space, with an extensive portfolio of highly recognizable, responsibly sourced, and sustainably packaged spring and purified water brands. All of you will recognize our brands across the country. This morning, we announced that we have reached a definitive agreement to combine BlueTriton and Primo Water Corporation, creating a leading North American pure-play healthy hydration company. I will be the incoming chairman of the combined company's board of directors after the deal is completed. I would like to thank the Primo Water and BlueTriton teams and our advisors for their hard work as we completed the proper due diligence necessary for a deal of this magnitude. Both companies come to this transaction from a position of financial strength. This impressive performance is a testament to the vision of both companies' respective boards, their current leadership teams, and passionate associates. NewCo brings together the complementary strengths of both companies and will be well-positioned to establish itself as one of the preeminent healthy hydration platforms in the beverage space. The company expects to have significant financial and operating resources with diversified business model and a national footprint. Combined LTM, March 31, 2024 financial results include $6.5 billion in net revenue and $1.5 billion in adjusted EBITDA, after including the estimated run rate cost synergy opportunities of approximately $200 million and the previously announced $20 million run rate benefit of Primo Water's business optimization savings program. Including estimated synergies and the business's optimization savings program, combined adjusted EBITDA margin for the same period equals approximately 23%, and combined adjusted free cash flow is more than $565 million. We're targeting combined capital expenses as a percent of revenue of approximately 4%-5%, and combined net leverage is estimated to be approximately 3x at closing. Assuming that closing occurs during the first half of 2025, and the existing indebtedness of Primo Water and BlueTriton remain outstanding. Combined companies targeting deleveraging with a goal of reducing net debt to Adjusted EBITDA between 2x and 2.5x in the medium term post-closing. Initially, the combined company anticipates maintaining Primo Water's current annualized dividend of $0.36 per share. A decision on the long-term dividend policy will be made and communicated post-transaction closing. NewCo combines Primo Water and BlueTriton, both long-standing North American hydration businesses that will provide customers with an extensive offering of healthy hydration solutions. BlueTriton's leading portfolio of brands has a rich heritage with North American consumers, with some brands operating since the mid-1800s. This portfolio includes two billion-dollar brands in Pure Life and Poland Spring, which have built a wide consumer following over their rich histories. In addition to branded retail water, BlueTriton also offers ReadyRefresh, one of the leading water direct or home and office delivery services in North America. BlueTriton has approximately 7,000 employees and generated LTM March 31, 2024, revenues of approximately $4.7 billion and adjusted EBITDA of nearly $860 million. Primo Water has been publicly traded since 1986 and is an American-focused business, a pure-play branded water solutions business with a unique portfolio of sustainable hydration offerings. Primo Water offers water solutions to consumers across Branded Retail, Water Direct Home and Office Delivery, Exchange, Refill, Filtration, Premium Water in the Mountain Valley brand, and water dispensers sold at retail and e-commerce. Primo's water portfolio has transformed over the last several years as the company has evolved into a pure play water company. Primo Water recently divested a significant portion of its European business and is actively marketing the remainder of its European assets during this fiscal year. Primo Water has approximately 6,400 employees and generated LTM March 31, 2024, revenues of approximately $1.8 billion and adjusted EBITDA of $419 million for the continuing operations portion of the business, which includes the previously announced $20 million run rate benefit of its business optimization savings program. Turning to today's announcement, I would like to take a few minutes to discuss and highlight the new company. By combining BlueTriton and Primo Water, we will create a leading North American platform, which combines complementary businesses across various channels, formats, geographies, and usage occasions. We will compete in the large and growing category, which is benefiting from consumers' increasing focus on health and wellness, which we believe is widening the share of the overall beverage consumption. The combination will also add a strong branded element to Primo's existing equity story that will be focused in North America, providing a relatively stable and attractive market backdrop with limited foreign currency exposure. The combined company shareholder value proposition will be a powerful combination of sustainable revenue growth, strong free cash flow, and shareholder returns. We're targeting deleveraging with a goal of 2x-2.5x within the medium term post-closing. Our attractive financial profile includes a durable growth outlook, strong free cash flow generation, and balance sheet, supported by approximately $200 million in estimated run rate cost savings, which we believe will position us to enhance margins, accelerate free cash flow, and utilize our capital more efficiently. Lastly, we will continue to target sustainability efforts in the beverage category. The companies have shared goals in stewardship, community engagement, and energy efficiency. I hope you can get a sense of my level of excitement for this transaction. The combination of these two companies unlocks an opportunity to create a healthy hydration platform that increases our ability to serve these high-growth formats. The result for our customers, retail partners, associates, and investors is tremendous. With that, I'm pleased to turn the call over to Robbert Rietbroek, who will take us through the rationale of the deal. Robbert, thank you. Thank you, Dean, and good morning, everyone. I'm excited to lead the new combined organization after being part of a great team as the CEO of Primo Water. In negotiating this transaction over the last several months, I've had the privilege of getting to know and working with Dean. His depth of business knowledge is remarkable, and I look forward to working with him and the entire board more closely in the future. I am also excited to meet the team at BlueTriton, as I've admired their entrepreneurial spirit, growth delivery, and track record of value creation. Equally as important, I admire their outstanding portfolio of iconic consumer brands, which have an extensive and rich history of serving consumers across North America for over a century. Prior to joining Primo Water as its CEO in January of this year, my background included more than 25 years of leadership experience at Fortune 200 consumer goods companies, including PepsiCo, Kimberly-Clark, and Procter & Gamble. For the past five years, I served as Senior Vice President and General Manager of Quaker Foods North America, a reporting segment of PepsiCo. My background is well suited to develop the brands and processes necessary to succeed across the various channels and usage occasions that are the future of the combined company. Upon closing of the deal, I look forward to leading the associates of the newly combined company. Turning now to the transaction specifics. Under the terms of the agreement, Primo Water and BlueTriton shareholders will exchange their respective shares into shares of a new U.S. holding company. We expect to announce a new corporate name and associated branding when the transaction closes. The transaction is structured as a merger of equals in an all-stock transaction. Upon closing, Primo Water's shareholders and holders of incentive equity will own 43% of the fully diluted shares of the combined company, while BlueTriton shareholders will own 57% of the fully diluted shares of the combined company. Separately, shareholders of Primo Water will receive a pre-closing special dividend of $0.82 per share. The transaction is structured to keep both companies' attractive low-cost capital structures in place, with the combined net leverage ratio of approximately 3.0x at closing. Assuming that closing occurs during the first half of 2025, and that the existing indebtedness of Primo Water and BlueTriton remain outstanding, we will target deleveraging to 2.0x-2.5 x within the medium term post-closing. The combined company will be listed on the New York Stock Exchange. The transaction, which we expect to close in the first half of 2025, is subject to approval by Primo Water's shareholders, as well as the approval and satisfaction of customary closing conditions, including receipt of regulatory approvals. With respect to management, as mentioned, I will become the new CEO of the combined company. David Hass will become the new CFO, and Rob Austin, the current COO of BlueTriton, will become the new chief operating officer. The combined company will maintain both headquarters, continuing to operate in Tampa, Florida, and Stamford, Connecticut. NewCo will also draw on the leadership of both companies to create a best-in-class management team and associates who continue to live and serve their communities and customers while running their respective businesses until closing. The combined company will have a 15-person board of directors, 7 of whom will be appointed by BlueTriton, and 7 of whom will be appointed by Primo Water, with 1 additional director to be mutually agreed upon. As previously mentioned, Dean Metropoulos will become the non-executive chairman of the board. Slide 12 in the accompanying deck provides an overview of the deal highlights, including the economic ownership and share count, which visually summarizes the transaction details and structure. Moving on to slide 13, both BlueTriton and Primo Water have strong portfolios of iconic brands that have a rich heritage of serving consumers for over a century in the North American beverage category. Our iconic brand portfolio is anchored by two $1 billion brands in Pure Life and Poland Spring, and is complemented by regional leaders and exciting premium growth brands in Mountain Valley and Saratoga. These well-trusted beverage brands have extensive provenance with North American consumers and will give the combined company extensive consumer reach. We are excited about the balanced mix of business lines between retail, Water Direct, and Exchange, and other businesses like dispensers, Refill, and Filtration. Our channel mix is also well-diversified, with retail representing approximately 55% of the combined company, with a balanced split between residential and commercial. We are excited by how this channel mix will expand our consumer reach, and how it will enable us to serve our customers anywhere and everywhere across the full spectrum according to their needs. We are extremely excited about the broader customer base that we can reach as a combined company. With a leading set of beverage brands, we are positioned to solve hydration needs across diverse channels, all-day usage occasions, and in several convenient water formats and offerings. Next, I would like to discuss the strategic rationale of the deal. Across this section, David and I will touch on the compelling strategic rationale of the combination. We're poised to compete in a large and growing category with attractive consumer trends. We will have a portfolio of iconic and leading beverage brands with a rich consumer heritage across various channels. Our leadership position as a pure-play, healthy hydration company will enable us to increase our focus on sustainability efforts. We will have a diversified hydration offering with a national footprint, a powerful financial profile, and multiple growth levers across the combined platform. And finally, NewCo is positioned to generate meaningful cost synergies and value creation opportunities. As many of you know, bottled water, in its many formats, is a $25 billion and growing segment at retail. Bottled water exists within the broader $135 billion retail beverage category, comprised of other beverages like carbonated soft drinks and energy drinks, among others.... Healthy hydration is on trend with consumer behaviors as they seek to consume more high-quality drinking water, which is driving durable growth in the category. These behaviors create growth in consumption trends and a desire for premium, functional, and convenient beverage options. The emergence of digital connectivity is also becoming increasingly important in consumer purchase decisions. The overall water category is large, but also highly fragmented. We believe that bottled water remains underdeveloped, with only a 39% share of consumption of the overall water category. Tap water accounts for more than 60% of consumption in the 38 billion-gallon category, leaving ample room for bottled water growth as a share of stomach. Consumers care about taste, value, and convenience, while safety is becoming increasingly important to them. The high degree of fragmentation in the industry carries over to brands. Our portfolio will also include two $1 billion beverage brands, Pure Life and Poland Spring, which is supplemented by a broader portfolio of growth brands. Both legacy companies have a rich tradition of corporate accountability and sustainability leadership. Post-close, the combined company will continue to focus its sustainability efforts by playing a leadership role in water and nature stewardship, community engagement, circular packaging, and energy efficiency. This will allow us to reflect responsible growth that benefits our water sources and surrounding land, our communities, the environment, and the efficient use of our energy resources to ensure that we can continue to serve our customers sustainably for generations to come. With that, I would like to introduce our CFO, David Hass, who will continue to discuss the strategic rationale and highlight the financial benefits of the transaction. I have had the pleasure of working with David over the past six months and have found his industry and company knowledge to be a tremendous resource, which will continue with NewCo. I look forward to further leveraging his unique skill set in the coming years. David? Thank you, Robbert. First, I would like to thank the teams of both companies and our advisors, as all have worked tremendously hard at generating a wealth of information that has enabled us to bring these two great companies together. Although a lot of work remains, everyone is excited by the strategic and financial rationale behind the deal. I've been fortunate enough to be part of the legacy Primo acquisition, which helped form the current Primo Water. Each of these acquisitions helped shape the transformation of Primo Water, and yet again, we are transforming with this combination. This success, however, is ultimately based on the efforts of company associates once the deal closes, to align on a common purpose to better serve our customers. On slide 22, at the heart of the combined company is the combination of the Water Direct, or HOD, and the exchange businesses. These direct-to-consumer and retail delivery services complement our leadership at retail from BlueTriton’s branded water offering. The route networks have extensive national footprints and leverage technology to enhance route design, while at the same time improving the customer experience. These platforms serve our consumers' desire for convenience with a differentiated and branded water direct offering, built-in direct store delivery system, and an in-house incubator for continued innovation in the HOD channel. On slide 23, we've highlighted the extensive consumer reach of the combined platform to provide hydration options across all day parts and occasions. It allows us to compete in all day parts of what is a $252 billion beverage category when taking into account retail and non-retail channels in the U.S. alone. Complementing our day part offering, NewCo will provide water solution options that cover a spectrum of price point offerings and convenience for customers. Beginning with Water Refill, customers gain access to purified water for as low as $0.40-$0.50 per gallon. They can choose à la carte purchases at leading retailers in our Water Exchange solution, or for ultimate convenience, have products delivered to homes and commercial places of business in Water Direct. Along each step of the pricing spectrum is a complimentary offering from one of our regional brands to flavored and enhanced options, further complemented by premium spring water offerings in Mountain Valley or Saratoga. NewCo's reach will include a national footprint of hundreds of branches, production, and manufacturing facilities, along with water source locations throughout North America, improving customer access to our products and overall customer service. NewCo's combined financial profile is powerful and creates growth prospects across the platform. For LTM, March 31, 2024 period, the combined company generated revenue of $6.5 billion, and LTM combined Adjusted EBITDA of $1.5 billion, including the estimated synergies. Net leverage is expected to be approximately 3x at closing, and as mentioned earlier, we are aiming to delever to 2x-2.5x in the medium term post-closing. NewCo has multiple growth levers, including, first, growing existing and new customer bases and expanding retail locations in North America. Second, expanding consumer access to our complementary portfolios within different formats and channels. Third, we expect to expand into new channels and high potential geographies as more parts of the country are challenged with access to safe, high-quality drinking water. Fourth, we plan to accelerate our innovation efforts in the high reward areas of the functional, flavored, and premium segments. Fifth, we plan to leverage best practices within our water direct or HOD business. Sixth, focus on the fast-growing filtration business, achieving better utilization of our service technicians across our footprint. And seventh, implement business optimization initiatives and synergy realization. By implementing these business optimization initiatives, we are positioned to realize an estimated $200 million of cost synergies and value creation opportunities on a run rate basis within two years of closing, across a variety of business functions. In operations, we plan to optimize our manufacturing, distribution, last mile services, and brand rationalization. In procurement, we aim to maximize efficiency and optimize our direct purchases. We also plan to gain the benefit of insourcing some items, like empty bottles, that Primo Water capitalizes today from third parties, whereas BlueTriton produces these through its vertically integrated operational footprint. In IT and ERP, we plan to optimize our functional software and expand the use of successful systems implementation further into the organization. We also plan to benefit from a recently implemented ERP by BlueTriton, which we expect to accelerate the modernization of our combined financial systems. Within our call center, we have an opportunity to better align our activities to deliver superior service at a lower cost. Within the broader SG&A category, we will seek to optimize systems and processes across key functional areas. Now, I would like to turn the call back to Dean before we take your questions. Dean? Thank you, David. As David has shown, there's a compelling strategic rationale for this transaction, and we're so excited to bring these two companies together. While both companies have a rich history of success, the combination of the two is far greater than the sum of the parts. Now let's get to your questions. Operator, please open the line for questions from our investors. Thank you. Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. Should you have a question, please press star followed by the one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be pulled in the order they are received. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question comes from Dan Moore with CJS Securities. Your line is now open. Thank you. Good morning, Dean, David, and Robbert. Thank you so much for taking the questions, and congrats on the announcement. Maybe first, a question for Dean, if you don't mind. Obviously, you've been involved with many of these types of deals along the way. Just from your perspective, why is this the right time to combine these two entities? And maybe any thoughts you might have about potential regulatory risk associated with the transaction. Well, thank you, Dan. There's a number of reasons why this thing has come together. Number one, both parties come to it from a position of strength. Both are performing very, very well, as you well know. One Rock and I acquired the Nestlé Waters business about three years ago. It's been a very interesting process. We've totally transformed the business in those three years. Coming in, we made hundreds of millions of dollars of investing in IT, creating a new platform that gave us full insight into every decision in our business. We invested heavily in our operations and created significant improvements and efficiencies. We clearly continued to foster our brands and created a wonderful performance culture at the company. Similarly, Primo has been revising their strategy to focus on the North American hydration business. They've sold off a lot of businesses and will complete those processes over the next few months. So I think they come together at a time that's very appropriate for both companies to really... And by the way, we spent a fair amount of time looking out to look at the two businesses, both of us, sharing each other's views of the wonderful strategic opportunities. And we saw tremendous strategic, operational, financial synergies that will take this company to the next level going forward. A lot of those, as we know, the companies have a wonderful network across the country of service levels, manufacturing systems, the depots. I think that geographic company will give us additional coverage to, and access to many more consumers. It also offers us an opportunity to synergize and realize a lot of savings on the duplications. Number two, I think, between the two product lines, I think we touch consumers in every place they live and reside. There, from their office to their home, to their hospitals, to their hotels and hospitality, to the restaurants, and certainly in C stores and the Walmarts, the clubs, the retailers. We are touching them very, very efficiently, particularly this combined network will touch these consumers all across the country and give us deep coverage in a lot of parts that today we're not as efficient in. So we see tremendous extra coverage that's gonna continue to really reach out to the consumer. And most critically, we're playing in a space, the healthy hydration, which in today's world is by far the best and healthiest category. I mean, I can't tell you how many myself and friends, we go to our annual doctor's appointments. The number one directive is hydrate, drink a lot of water, drink a lot of water, and I think that is not about carbonated drinks, it's not about beer, it's about healthy drinking. And it also becoming more and more of a vehicle for healthy ingredients like electrolytes and natural vitamins. So we see a lot of tailwinds in this wonderful space. And by the way, to your question about the FTC, clearly, they're independent folks, and they review things from their own perspective, appropriately so. When you look at our company combined, we still represent about 3.5%, less than 3% of the total beverage category. So, we think there's a lot of opportunity to continue to grow, given that small percentage and how large the category is. We're very well positioned culturally. I think the management team that's gonna drive this business forward is an excellent, excellent, highly entrepreneurial. So when you look at all those elements, the strategies, both the operating and networks, the leadership, all of those will really become a wonderful, wonderful vehicle to support this company's growth for many years to come. Thank you, Dean. Very helpful. Maybe a question for Robert as well. Somewhat similar, but just, you know, talk a little bit more about the strategic rationale. Obviously, you gave a good overview. Beyond the obvious cost synergies, what are the most significant benefits of combining the two entities and, and really, you know, the key offensive synergies from your perspective? Yeah. Well, thanks, Dan. Great question. Before I answer it, I just want to say how excited I am to work with Dean, continue to work with David, and have the ability to work with Rob Austin in the future in the new company. And I also wanna just say how grateful I am for the support of the Primo board and the BlueTriton board. We're excited about this day, and we've been working towards this for a long time. To your question about the strategic rationale behind the combination of the two companies. Well, first of all, you know, I think Dean said it well. We compete in a very large and rapidly growing category. The total beverage category in the U.S. is over $250 billion, and just on the retail side, it's over $135 billion. The long-term consumer trends are really positive, with an increased focus on health and wellness. And so this, this portfolio of iconic brands we're bringing together, you know, give us a good position to compete in both retail and direct water. You know, the other, the other rationale is that we have, we'll have increased scale with our North America footprint and combining of complementary businesses across, you know, various channels, formats, geographies. And that brings with it a very powerful financial profile, with really actionable growth prospects across the combined platform. We'll create, as I said, and you mentioned it, meaningful synergies and value creation opportunities. We have a target of $200 million of run rate cost synergies, which we will achieve over the next three years, following closing. And finally, you know, together, we are both very focused on ESG and sustainability, and we can talk more about it if you want to, but we want to transform the industry, protect the planet. We want to bring quality hydration to consumers for generations to come. That's a function of water stewardship, corporate accountability, circular packaging. Together, we can have an even bigger positive impact on the industry. So yeah, thanks, Dan. I'm gonna add, and I want to support what Robbert said. ESG is an important cultural driver within both of these companies. I think we truly and passionately feel that we need to protect our environment, our water sources, for the next hundreds of years, for not only present consumers, but for their future generations. These brands have been around hundreds of years, and we got to steward them to be around hundreds of years more. And very importantly, we wanna really create and ensure there's a culture within our organizations of equality, freedom of expression, and just equality among all of us as human beings. And that's a very, very important part of our culture, as well as governance, which we need often to help us with recycling plastic and all of that. We need to be supporting government regulations to help us increase our recyclability. So with that, ESG is a very important part of our strategy and our lifestyle. ... Excellent. Thank you. One more maybe for David, and I'll jump back in queue, or maybe, you know, one and one A. Any sense for the expected cadence? How should we think about the cadence of those synergies, you know, over the three-year period? And I know it's not necessarily merger-related, but any update on the asset divestments, obviously previously announced to Primo as well. Thanks again. Absolutely, Dan. Thank you. With regard to the synergies, with the anticipated close of this deal being in the first half of next year, a portion of those synergies are re-realized in the balance or second half of 2025. We get through the majority of those synergies by the end of what we'll call year two. Obviously, if anything from the regulatory standpoint is accelerated, that will bring some of those savings further into calendar 2025. But that's the approach we're taking at this point in our modeling. And as Robert mentioned, we'll be fully through those $200 million, by the end of year three. Again, that's the detailed work by both internal groups as well as outside consulting support to really understand the benefits, both, through the operating network as well as the other areas mentioned in the prepared remarks, as we look at these two companies. With regard to the international sales, nothing changes with our directive of monetizing those assets. In fact, as we mentioned in on May ninth, during our earnings call, on June seventh, we completed the divestiture of Aimia Foods, which was one of the larger portions of those divested assets. We sold that business with dividends as well, totaling that amount of about $91.5 million that was extracted from that asset sale. A second business mentioned on that May ninth call is our Portugal business, and that is in the closing stages of which we hope to be able to announce something there here in coming weeks. So again, of the four major assets, two of those are nearing their completion, with one already complete, and we'll be able to communicate further as those remaining two assets work through their their marketing materials and their other engagements with potential buyers. Perfect. Again, jump back with any follow-ups and congrats on the deal. Your next question comes from Andrea Teixeira with JP Morgan. Your line is now open. Good morning. Congrats to the transaction, for the transaction. I just wanted to first ask strategically, if there are any plans to premiumize the retail business, and how has Poland Spring and lower end part of the portfolio position against private label? I understand Primo has consciously made that decision to get away from case pack water. So I was wondering how we should be thinking and how much of your portfolio, the 56%, would you say, is in economy water, meaning like entry-level against private label? And a second part of the question, perhaps for David, how should we calculate, like, in terms of the accretion dilution on the model, the combined cost of debt and the combined tax rate, and how we should be thinking of the synergies? Because it seems to me, in any upside, the $200 million seems a bit low, in terms of like how large transactions in, have proved to be around 3% of sales. Thank you. I'll take the first part of it, at least start with that, Andrea, and welcome. The brands, our water brands at BlueTriton, there is, as I've proudly said, they go back 175+ years of Saratoga and so on. We have put them in a great shape. I think we've improved tremendously their productivity and reduced the cost of these brands. We've clearly are committed to continuing to market them aggressively. They continue to maintain and grow share. Clearly, in the branded space, private label, with basically the main brands across the country, whether you're talking of BlueTriton, whether the Poland Spring, Zephyrhills in Florida, Arrowhead, Ozarka, and certainly Saratoga, Deer Park, these are very well-known. They've been around, as I said, hundreds of years, hundred plus years, and they resonate with consumers. Clearly, in the past couple of years, we've seen a lot of pressure on consumers trying to ensure that they are optimizing their weekly shopping budgets, and we have seen that they migrate to private label. We've maintained our shares very well, and clearly, we use marketing funds to continue to give great value, partner with folks like Kroger and Albertsons and Publix and Costco and Walmart, to continue to promote our brands and give them continued reach to the consumer. But clearly, they are premiumized with the natural springs. We're the only natural spring water across the country in terms of the level of branding. And we have Pure Life as well, which is the more associated to private label. We have tried to strategically position the brands, both on the value side with something like Pure Life, and very importantly, to discuss the attributes and the benefits of natural spring water, associated with our main brands. I don't think they're going to be easily forgotten. As I said, we've maintained share very nicely and continue to do so, and we think this hydration category is going to stay very healthy, and it's going to be led by these traditional iconic brands. Yeah, Andrea, to your part where you talked about the Primo exit of the single use, you know, that was primarily 1-gallon and 2.5-gallon, one-way use products. It was a decision driven both by financial rationale as well as, you know, the ESG benefits that they provided to us. And we, as a company today, but also as a combined entity, will remain very committed to sustainability. We use, in a large part of our business, three-gallon and five-gallon reusable bottles, each of which save 1,500 single-use bottles during the life of their existence. On the Primo side, recently, we've launched aluminum on Mountain Valley, one of our premium brands, and BlueTriton has just launched aluminum in all their major spring brands as an alternative to plastics for consumers. We all know that aluminum has a much higher recyclability than plastic. But I also want to emphasize that, BlueTriton has made tremendous progress on using recycled PET, and actually, by the end of this year, they're projected to have 35% of all of their PET as recycled. Dean and I have discussed that we really want to continue to make progress on, A, enabling the consumer to recycle plastics, and B, using that recycled plastic in our supply chain. You know, the combination, obviously, of Saratoga, you know, and Mountain Valley, you know, they're very small brands, but they're also very premium brands with great legacy. So it's going to be exciting to see those come together. Andrea, as we get into tax and synergies, as asked, the effective tax rate we used in a lot of the calculations around synergies was approximately 26%, few decimals short of that, but close enough. And then with regard to the synergies, we agree, but we are competitors today. We have an analysis of what we both do in the market, and we believe that as we are allowed to sort of look a little bit closer at each other's businesses and address both the cost of goods, cost pools, and how we produce water, as well as the SG&A and other activities within our systems and processes, that we could, you know, revise and have different views of that. But for now, we are, we are very confident in the $200 million, and we are confident in that phasing, as these are very large companies that we need to be incredibly thoughtful about how to bring together. Thank you, Dean and David. David, just for the cost of debt, so that we can co-estimate, the impact on, on EPS. That'd be great. Sure. Yeah, we have an estimated cost of approximately $115 million to bring those synergies to life. That will follow the similar phasing pattern as discussed on how we outline the synergy generation. Okay, thank you. So total of 115 for the combined company in financial expenses or just, These, these are- So, maybe that would- $115 is the cost of extracting the synergies, but the debt- Yes, 100- the combined debt, I don't... Yeah. Mm-hmm. Yeah, $115 with regard to achievement of the synergies, and then overall deal expenses of approximately $287 million. Yes. So just to make sure, those are, I'm just asking more combining the net interest expenses of BlueTriton with net interest expense of Primo, that would be $287 million? On the deal expense side or the net inch—I’m sorry, it’s a little difficult to understand. Net interest. Yeah. No, sorry. Oh, okay. The net interest expense. Mm-hmm. Yeah, we'll, we'll provide a little bit more clarity on that and some follow-up. Okay. Thank you. Your next question comes from Derek Lessard with TD Cowen. Your line is now open. Yes, so, I'd like to echo congratulations, everybody, on this deal. I guess maybe I just want to hit back on the maybe your thoughts around the HOD business in particular and the FTC. Like, combined, it's going to be quite large. Just maybe could you talk about any, you know, the potential regulatory hurdles there, if you anticipate? Yeah. Hey, Derek, thanks for calling in at this short notice. We appreciate you being here. Look, the way that the market is segmented would suggest that, you know, home and office delivery has expanded tremendously over the last couple of years with players like Amazon and Walmart+ entering in the space and having become the largest home and office delivery businesses with case pack water, usually. So our competitive environment as a company has changed dramatically, where it's not only, you know, bulk delivery, which might have been the case a couple of decades ago. Today, we're competing in a very different environment. We're also obviously leveraging all of these branches and assets on Exchange, which is a business that's focused on retail with large 5-gallon bottles to provide yet another alternative to case pack, which is more sustainable and more affordable. So I think the net of it is we continue to be a very small player with a share, as Dean said, that is less than 3% of an overall $252 billion beverages category in North America. If you look at the retail side of things, it's a $135 billion industry, would be just below 5% share. So really, you know, with a very low market share, you know, forming a company that will continue to be a challenger to the much larger beverage companies that are out there. We are very confident that, you know, this is going to move forward, and we believe that it will continue to add competitiveness to the market. ... Okay, and that's helpful. Thanks for that, for that answer. And now that you're becoming a much bigger retail entity, how do you think about that in terms of your, your margin profile and maybe about closing the gaps or that, the margin gap with some of the bigger competitors that you just mentioned? Yeah, I'll say quickly on the retail side, and I'll pass to David for the financials. But you know, the retail market share continues to be about the same as it is today because our retail business, as you know, is only Mountain Valley. Right. So the combined companies are currently 19, would have a 19 share of the water category within retail, and a much smaller share of overall beverages as talked. We talked about less than 5% within the beverages, but I'll pass it to David on the margin question. Yeah. So, Derek, you know, within our guidance, we are approximately, you know, 22% Adjusted EBITDA margin business today. The BlueTriton side is in the high teens, and as we look to rationalize the business and add to it the $200 million of synergies, you know, on a sort of simple pro forma basis, that's the 23% Adjusted EBITDA margins, as mentioned. That will take time, however, as it will follow the cadence of those synergy realizations. We are also still going through accounting principle sort of analyses, and as mentioned, you know, Primo today capitalizes our bottles. BlueTriton effectively uses that within the cost of goods because of their superior operations and vertically integrated manufacturing capabilities. Those will be things in that will take place over time to rationalize the way that that P&L looks upon close. The proxy will clarify some of those activities as we look to file that here within a number of days. Okay. And, maybe just one last one for me, again, for David. How should we think about the $200 million synergy in terms of, of the buckets you gave? I'm assuming operations and procurement are going to be the biggest ones, but you also called out IT, the call center, and SG&A. Just maybe some color around those buckets. Yeah. So while we have not necessarily broken that $200 million out, you would be directionally accurate. As you can imagine, we have great networks, great branch operations, the ability to touch and reach consumers today in North America. That will be a focus. Again, with regard to routing, we will be able to take the density of the customer platforms, both in the residential and commercial side, and really look at the routing systems. As you know, current day Primo has taken significant advantage of our ARO system and automatic route optimization. And when we really provide the density that these two businesses will allow, that will be a large contributor there. You know, other than that, obviously, you'll have your core G&A, you'll have call center, and you'll have IT systems. But again, both companies have tremendous systems today, and we're really, you know, really excited about the investments that One Rock and Dean made inside the BlueTriton business today to really allow us to, you know, sort of modernize the combined company on a go-forward basis. Thanks, everybody. We'll provide more clarity of those $200 million as we get towards close. Yeah, sounds good. Thanks, everybody, and congrats again. Thank you, Derek. Your next question comes from John Zamparo with CIBC. Your line is now open. Thanks. Good morning. I'll say congrats, as well on the deal announcement. I wanted to start with a follow-up on a prior question, and it relates to the strategic rationale and the divestiture of Primo's single-use business in North America a few years ago. So, am I right to assume, based on what you'd said, that you didn't feel you had the right mix in that category or maybe the right brands in that category, and that was less strategic and maybe specific to what the company owned back then, and now you're maybe more encouraged on the category, but more so about the quality of the brands that you're acquiring and quality of the formats you're acquiring. Have I got that right? Yeah, John, this is David. That business previously was never at the scale relevant, and we were predominantly private label manufacturing that product on a highly commoditized basis for retail partners. It also skewed predominantly to the 1- and 2- and 2.5-gallon multi-serve, kind of, purchase and go business. We are incredibly pleased that as the legacy Primo business incorporated into Primo Water today, the refill business really took place and, and really, sets the consumer up for a great entry price there. Again, it was just a non-differentiated business. It was not the right thing at the time. It allowed us to remove and move away from that piece of the business, as we did so in, in, in exiting that in 2022. You know, you can see the financials of that in some previous disclosures that we had in our earnings calls. But that just shows the vast difference of what that business was and what BlueTriton side of the branded spring national brand, and Pure Life, and again, the premium side of both Mountain Valley and Saratoga bring to this newly formed company. And just to add to that, in order to play in any sector, in this case, we're talking retail, you have to have some critical mass. You've got to go into stores, you've got to manage the shelf, you've got to provide resources to manage those shelves, you've got to negotiate to get display support, positioning on the shelf. And if you're a minor player, it is very, very hard to achieve any kind of profitable valuation in that effort. So you do need some critical mass. The combination clearly provides not only the critical mass, but very, very importantly, iconic brands that consumers have related to for hundreds of years. ... Okay, that's helpful. Thank you. And then, a question about the category, just as an industry. The growth has been quite robust. I wonder if you can share details on how much of that has come from pricing or premiumization. And are we right to assume when you say, I think it was an 8% sales CAGR and a 24% EBITDA CAGR at BlueTriton, that the retail portion has been growing alongside that or above that? Any commentary on the mix or the divergence of growth rates at retail versus direct would be helpful. Yeah. So in the historical periods, both companies, you know, were really balanced, had good volume contribution, obviously some price and, as you know, inflation and other activities worked into the cost system. As you would know from public disclosures at current day Primo, you know, we exited 2023 with strong volume momentum. Again, that would be primarily concentrated in the water direct business, as that was our primary revenue source. That continued into Q1 with a very balanced volume and price mix inside that 9.6% that we delivered in Q1. And so again, we're very pleased with the momentum in the category, which is very different than other beverages in juices, CSDs, and the like, where the majority of that growth is priced with actually shrinking or declining volume. Okay. So just to clarify, the growth rates at BlueTriton, though, is there any commentary, Dean, that you can provide on? Yeah. The divergence between the two businesses you have and the growth rates? Yes. I think the overall retail category is slightly growing 2-2+%. We participate in that. That's volume, and the volume is about 1.5% or so. The dollar is up about 2.5%. What has been very, very important over the past 3 years for us is to make sure we're very efficient, to be able to participate with the consumer's desire for value, but at the same time, investing behind our brands and creating some premiumization, but at the same time, ensuring... And we have had nice price increases, not done this past year, but prior to that, nice price increases to match our inflationary pressures. But the combination of the price increase, but very importantly, the efficiencies we've built into our operations have really been able to offset the inflationary pressure and to continue to give good value and embracement by the consumer and our brands. And as I said, the category is up about 2%+, and we expect that to continue. Got it. Okay. I know we're past an hour, but just, just one more, if I may. I wonder how you're thinking about revenue synergies as part of this deal. You have the much larger retail presence. You mentioned the 2 billion-dollar brands. Do you have a way of layering those into the businesses in which you have a smaller presence? And I'm thinking exchange and refill in particular. Yeah, John, that's a great question. So any revenue synergies are not built into this model, and we are obviously excited about the portfolio of brands that we together have. BlueTriton has 13 brands, Primo has 14 brands. Obviously, there is an opportunity for brand rationalization, but also for cross-fertilization. When you look at, you know, brands like Ozarka on Texas or Poland Spring in the Northeast, very highly recognized, consumer preferred brands that, you know, that our consumers would love to have access to as well. So it is all about, you know, bringing more brands at better value to more consumers in a broader distribution network, and, and driving synergy and productivity to create the right value. This is a great opportunity for both companies. As said, we'll continue to be a challenger in the overall beverage market, under 5% of retail, under 3% of the overall market. But we believe that there's so much room for growth, and we're so thrilled about these two companies and the brand portfolio we're bringing together. Okay, I appreciate the color. I'll leave it there. Thanks. Congrats again. Your next question comes from Pavel Molchanov with Raymond James. Please go ahead. Yeah, thanks for for taking the questions. So Primo, on a standalone basis, prided itself on being a net zero company since 2021. What will be the net zero attributes or targets for the combined company? Hey, Pavel, how are you? Good to see you, to hear you on the phone this morning. Thanks for coming on short notice. Yeah, we have talked a lot about the net zero at Primo, and we were very thankful to be part of your conference in Florida this year. We clarified and had our fireside chat. You know, the combined company will continue to be extremely focused on the making available of 3-gallon and 5-gallon reusable bottles. You know, that takes an enormous amount of plastic out of the ecosystem. Every 5-gallon bottle replaces 1,500 individual plastic bottles. Yeah, BlueTriton has also been investing in a propane-powered fleet. They have 900 vehicles as we speak, and we have over 350 of those vehicles as well. So together, you see both companies very much philosophically aligned to the ESG aspect and to a future that is reducing carbon emissions, reducing the impact of plastic in the environment and circularity in the entire manufacturing system. So, Pavel, I think what you'll see is, with the scale, it will be even more impactful in the industry in driving a sustainability agenda. And Dean and I have talked about this quite a bit over the last few days, how important it is, not only for our corporation, but for us personally. So thank you. Understood. As you think about the antitrust review, you know, you mentioned that, you know, obviously, sort of different segments, let's say, within the value chain are distinct between Primo and Blue Triton. But when you combine the two companies and maybe juxtapose them against Culligan, the other national player, do you worry that there is, you know, too much concentration that might raise some regulatory headaches? Pavel, we're not, and here's why. The beverage market, you know, when we look at that $252 billion market, it exists of obviously $135 billion in retail. That exists of many different vendors, including, obviously, the large CSD manufacturers that have a big water business as well, and many, many other competitors. So there's an incredibly competitive space that we're operating in. And as said, you know, a lot of that business nowadays goes through what we refer to as e-commerce. So you can go to any of the leading retailers, whether it's a regional grocery store or a national grocery store, or even a C- store, whether you use Uber Eats or DoorDash or Walmart+ or Amazon, you can order water from pretty much anywhere on the phone with a click, with a click on the phone. And so the competitive landscape that we operate in has totally transformed, and it's transparent, it's low cost of entry. Everyone is playing in the home delivery business now, which is why we're not concerned about that aspect of it. All right. Thanks very much. Your next question comes from Nik Modi with RBC Capital Markets. Your line is now- Hey, guys, this is Chris Peters on for Nik. Maybe a quick one on the structure. With BlueTriton shareholders, you know, expected to own 57% of the new company, what are you guys expecting from, you know, some of the private equity ownership? Will there be, you know, a phase out or lockup period with the shares post-close? Thanks. Yeah. First of all, we're pretty excited at the value creation that has been created, but much more importantly, the value creation that this combination is gonna is gonna lead to. We do have a lockup arrangement with the, with the Primo and the management team and the boards, and we certainly expect to honor that. But as you know, private equity folks do come into these businesses always to try to... And my history, I can promise you this, has been all about building a beautiful platform, a beautiful business for the future, not to, to, to create some spontaneous value and exit. So we think this combination truly is creating a very, very long-term, solid financial platform and a service platform and all the above. As private equity guys, we do come in with the idea of exiting in a period of time. We're not in for 30 years, but I think we certainly will be very careful and measured in how we phase out over the next few years. In the meantime, we do have this lockup going forward, and we certainly do not anticipate, nor do we feel pressure with all these synergies, that we must exit as soon as possible. Thank you. There are no further questions at this time. I will now turn the call over to management for closing remarks. Thank you all for attending today's call. As I hope you can tell, our teams are excited about the potential of bringing these two great companies together to achieve even greater heights. Rest assured that the teams will be diligent in the months ahead as we go through the required approval process. In the interim, until all necessary approvals have been obtained, both companies will continue to operate independently, continuing to deliver a superior customer experience, being the preferred water solution partner and striving for operational excellence. Thank you for your interest today and for joining us on our exciting water journey as we create a leading North American pure-play, healthy hydration company. I hope you have a wonderful week. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.