Exclusive-Activist Legion Partners nominates 4 directors at Primo Water -letter

By Svea Herbst-Bayliss

NEW YORK (Reuters) -Activist investor Legion Partners Asset Management is pushing for four new directors to join Primo Water Corp’s board, arguing they could help the water company’s share price triple over five years.

Legion nominated experts in water delivery, beverage operations, marketing and capital allocation as director candidates for election to the U.S.-Canadian company’s 10-person board to help reverse “chronic underperformance,” according to a letter seen by Reuters.

“Substantial shareholder-driven change in the boardroom is long overdue and necessary at the 2023 Annual Meeting in order for Primo to achieve its full potential,” Legion’s managing directors, Chris Kiper and Ted White, wrote to fellow Primo Water shareholders.

Legion, which helped place directors onto boards at Bed Bath & Beyond and Kohl’s, said it owns a 1.5% stake in Primo Water and has been an investor in the past.

Legion said it is “very excited” about the company’s future, but is concerned about past performance. It cited questions about why Primo’s customer base has not grown more robustly and about its large capital expenditures and high operating expenses.

Legion estimates the company has spent $220 million on tuck-in acquisitions since 2018 but said “this has translated into near zero customer growth” because the company has not been able to grow its home and office delivery customers substantially.

“If our nominees are elected and their ideas are fully implemented, Primo may be able to triple its share price over the next five years, and produce EBITDA of over $630 million in fiscal 2027,” the letter said. Primo, which is headquartered in Tampa, Florida, is valued at $2.5 billion and its stock price closed at $15.37 last week.

The numbers could improve if the company sold off non-core assets, tactically shrinks its working capital, and adopts a “prudent capital spending program” so the return on invested capital grows to 12% from its current level below 5%, the letter said.

Primo said in a statement to Reuters it was “disappointed and surprised that Legion has decided to take this action without first having a meaningful conversation with us to share its perspective on our Board composition and strategy.”

It added that it has had “no substantive outreach or contact from Legion in two months.”

The company, however, also said it welcomed Legion’s views and is “always open” to ideas that may support its success.

Demand for bottled water is expected to grow strongly in the coming years, research groups say, citing a greater appetite for water instead of carbonated soft-drinks as well as worries about drinking tap water amid concerns about municipal water supplies.

Primo Water offers home and office water delivery, water exchange, where customers return their empty water jugs and buy new ones at retailers, and water refill, its most affordable offering, where customers refill jugs themselves.

Legion nominated Henrik Jelert, former president and chief executive officer of Primo rival ReadyRefresh USA, Lori Tauber Marcus, a former marketing executive at PepsiCo and Keurig Green Mountain, Derek Lewis, a former president of PepsiCo Multicultural Organization, PepsiCo Beverages North America, and Timothy Hasara, chief investment officer of investment management firm Sinnet Capital.

(Reporting by Svea Herbst-Bayliss; additional reporting by Kanjyik Ghosh; Editing by Lincoln Feast and Edwina Gibbs)