Welcome!

News Feed Item

Cott Announces Closing of $525 Million 5.375% Senior Note Offering, Results to Date of Tender Offer and Consent Solicitation and Notice of Intent to Redeem the Remaining Outstanding 8.125% Senior Notes Due 2018

TORONTO, ON and TAMPA, FL -- (Marketwired) -- 06/24/14 -- Consistent with Cott Corporation's (NYSE: COT) (TSX: BCB) recently announced strategic priorities, Cott announced today that its wholly owned subsidiary, Cott Beverages Inc. ("Cott Beverages"), has closed its private placement of $525 million in aggregate principal amount of 5.375% senior notes due 2022 (the "New Notes"), resulting in net proceeds to Cott Beverages of approximately $517 million.

As announced on Cott's first quarter earnings call, Cott's five strategic priorities are:

1. Continue with our 4C's approach including our tight operating management and capital controls with an ongoing focus on cash generation.

2. Increase our allocation of new and dedicated resources against our growth in contract manufacturing with a three year target of adding 50 to 80 million 8oz equivalent cases to our North American contract manufacturing channel which includes incremental contract manufacturing growth of between 15 and 18 million 8oz equivalent cases in 2014.

3. Refinance our 8.125% senior notes due 2018 (the "2018 Notes") in parallel with an expansion of our overall debt capacity but at the same time reduce our interest rate. The refinancing of our 2018 Notes and the issuance of the New Notes will result in an approximate $2 million reduction in interest costs per annum.

4. Based on our current view of the operating environment, increase our return of funds to shareholders to up to 50% of our free cash flow over the next 12 months via an increase in our opportunistic share repurchase plan and the continuance of our 6 cents quarterly dividend that is now denominated in US currency.

5. Accelerate in pace and scale our diversifying acquisitions outside of carbonated soft drinks and shelf stable juices, with a focus on other beverage categories and beverage adjacencies, as well as on driving our channel mix beyond large format retail and supermarket stores. In line with this priority, our United Kingdom / Europe Business Unit recently acquired Aimia Foods (Holdings) Limited, which further improves our product, package and channel diversification by expanding our product line into the foodservice channel to include hot chocolate, coffee, malt drinks, creamers/whiteners and cereals, and by providing us with new packaging formats, which include pouches, jars, sticks, in-cup products, sachets and block-bottom bags.

The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Cott also announced today that Cott Beverages has accepted for purchase $295,929,000 million aggregate principal amount of the 2018 Notes, or 78.91% of the total outstanding, which were validly tendered prior to 5:00 p.m., New York City time, on June 23, 2014 (the "Consent Expiration"), pursuant to Cott Beverages' previously announced cash tender offer and consent solicitation (the "Tender Offer"). Holders of Notes accepted for purchase will receive the "Total Consideration" of $1,054.63, plus accrued and unpaid interest to, but not including, the initial settlement date for the Tender Offer, which is today. Cott Beverages expects to use the net proceeds from the offering of the New Notes to repurchase the 2018 Notes tendered in the Tender Offer, to redeem any of the 2018 Notes that remain outstanding, to repay any outstanding loans under its asset-based lending credit facility, to pay related fees and expenses and for general corporate purposes.

Cott also announced that Cott Beverages has received consents (coupled with tenders) from holders representing a majority of the outstanding principal amount of the 2018 Notes to adopt the proposed amendments to the 2018 Notes. A supplemental indenture effecting the proposed amendments has been executed, but such proposed amendments will only become operative simultaneously upon the acceptance for payment of all 2018 Notes that are validly tendered (and not previously withdrawn).

The Tender Offer will expire at 11:59 p.m., New York City time, on July 8, 2014, unless extended or earlier terminated (the "Expiration Time"). Holders who tender their 2018 Notes prior to the Expiration Time will be eligible to receive consideration equal to $1,024.63, plus any accrued and unpaid interest on the 2018 Notes up to, but not including, the final payment date for the Tender Offer, which is expected to be July 9, 2014.

In addition, Cott Corporation announced today that Cott Beverages gave notice to Wells Fargo Bank, National Association ("Wells Fargo"), the trustee under the indenture governing the 2018 Notes, of its intent to redeem the remaining outstanding 2018 Notes following the Expiration Time at a redemption price equal to 100% of the aggregate principal amount of the 2018 Notes to be redeemed, a make-whole premium, and accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The redemption date will be July 24, 2014.

Cott Beverages has instructed Wells Fargo to send a notice of redemption on June 24, 2014 in the name of Cott Beverages, which contains additional information concerning the terms and conditions of the redemption, to all currently registered holders of the 2018 Notes.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement and the related Letter of Instructions. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Cott Beverages, the dealer manager, the solicitation agent, the information agent, the depositary or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.

Cott Beverages has retained BofA Merrill Lynch to act as sole dealer manager and solicitation agent for the tender offer and consent solicitation and D.F. King & Co., Inc. to act as information agent and depositary for the tender offer. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 848-3416 (toll free) or (212) 269-5550 (collect). Questions regarding the tender offer or consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-3646 (collect).

Safe Harbor Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding Cott's strategic priorities, the completion of the tender offer, and the Total Consideration or Tender Consideration, as applicable, to be paid to holders of the 2018 Notes who tender their 2018 Notes prior to the Consent Expiration or prior to the Expiration Time, as applicable, and the redemption of the 2018 Notes. Forward-looking statements involve inherent risks and uncertainties and Cott cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements are based on assumptions regarding management's current plans and estimates. Management believes these assumptions to be reasonable but there is no assurance that they will prove to be accurate. Factors that could cause actual results to differ materially from those described in this press release include those risks and uncertainties indicated from time to time in Cott's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Cott's Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. Cott does not undertake to update or revise any of these statements in light of new information or future events, except as expressly required by applicable law.

CONTACT:
Jarrod Langhans
Investor Relations
Tel: (813) 313-1732
Email Contact

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...
SYS-CON Events announced today that Keisoku Research Consultant Co. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Keisoku Research Consultant, Co. offers research and consulting in a wide range of civil engineering-related fields from information construction to preservation of cultural properties. For more information, vi...
SYS-CON Events announced today that MIRAI Inc. will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
SYS-CON Events announced today that Fusic will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Fusic Co. provides mocks as virtual IoT devices. You can customize mocks, and get any amount of data at any time in your test. For more information, visit https://fusic.co.jp/english/.
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...
Today companies are looking to achieve cloud-first digital agility to reduce time-to-market, optimize utilization of resources, and rapidly deliver disruptive business solutions. However, leveraging the benefits of cloud deployments can be complicated for companies with extensive legacy computing environments. In his session at 21st Cloud Expo, Craig Sproule, founder and CEO of Metavine, will outline the challenges enterprises face in migrating legacy solutions to the cloud. He will also prese...
Elon Musk is among the notable industry figures who worries about the power of AI to destroy rather than help society. Mark Zuckerberg, on the other hand, embraces all that is going on. AI is most powerful when deployed across the vast networks being built for Internets of Things in the manufacturing, transportation and logistics, retail, healthcare, government and other sectors. Is AI transforming IoT for the good or the bad? Do we need to worry about its potential destructive power? Or will we...
SYS-CON Events announced today that Enroute Lab will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enroute Lab is an industrial design, research and development company of unmanned robotic vehicle system. For more information, please visit http://elab.co.jp/.
SYS-CON Events announced today that Nihon Micron will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Nihon Micron Co., Ltd. strives for technological innovation to establish high-density, high-precision processing technology for providing printed circuit board and metal mount RFID tags used for communication devices. For more inf...
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
DevOps at Cloud Expo – being held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real r...