Cott Corporation (TSE:BCB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On July24, 2017, Cott Corporation (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Refresco Group N.V., a Netherlands limited liability company (“Purchaser”), to which the Company will sell to Purchaser its traditional carbonated soft drinks (“CSD”) and juice business in the United States, Canada, Mexico and the United Kingdom. The transaction is structured as a sale of the assets of the Company’s Canadian CSD business and a sale of the stock of the operating subsidiaries engaged in the CSD and juice business in the other jurisdictions after the Company completes an internal reorganization. The transaction does not include the Company’s Water& Coffee Solutions business, including DS Services, Eden Springs, Aquaterra and S&D Coffee& Tea, its Aimia Foods business in the U.K. or its RCI global concentrate business.

The aggregate deal consideration is $1.25billion, payable at closing in cash, subject to adjustment for indebtedness, working capital, material audit adjustments and other items. Neither Purchaser nor any of its affiliates has any other material relationship with the Company or its affiliates other than through the Purchase Agreement.

The Purchase Agreement contains representations, warranties, covenants and conditions that the Company believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations. The closing of the transaction is subject to satisfaction of certain conditions, including receipt of regulatory clearance and the approval of Purchaser’s stockholders. At the closing, the parties will enter into arrangements to provide certain transition services, including intellectual property licenses, to facilitate each party’s post-closing operation of their respective businesses. The Company has agreed not to engage in activities that are competitive with the business being sold for two years after the closing.

The transaction is expected to close by the end of 2017. The Agreement may be terminated in certain circumstances, including by either party if Purchaser stockholder approval has not been obtained by December31, 2017. If Purchaser stockholder approval is not obtained, Purchaser must pay a break-up fee of $20.25 million to the Company, with an additional $12.5 million payable if Purchaser experiences a change of control within the nine months following termination of the Purchase Agreement. If the closing has not occurred by January24, 2018, either party may elect to extend the Agreement for up to two successive three-month extensions, subject to certain conditions. If there are audit adjustments made to the 2016 financial statements of the business being sold that cause EBITDA to decrease by 10% or more from the EBITDA calculated using the unaudited financial statements, either party may terminate the Agreement.

The Company intends to use the proceeds of the transaction to repay indebtedness and reduce overall leverage.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to it, and may be subject to limitations agreed upon by the contracting parties. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.

(d) Exhibits.

* Certain schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the Purchase Agreement. The Company hereby agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

COTT CORP /CN/ Exhibit
EX-2.1 2 d427495dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version SHARE PURCHASE AGREEMENT DATED AS OF JULY 24,…
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About Cott Corporation (TSE:BCB)

Cott Corporation, along with its subsidiaries, is engaged in production of beverages on behalf of retailers, brand owners and distributors. The Company operates through four segments: DSS; Cott North America; Cott United Kingdom (Cott U.K.), and All Other, which includes its Mexico segment, Royal Crown International (RCI) segment and other miscellaneous expenses. The DSS segment provides direct-to-consumer products, such as bottled water, coffee, brewed tea, water dispensers, coffee and tea brewers, and filtration equipment. Its traditional business consists of its Cott North America, Cott U.K. and All Other segments. Its traditional business produces products, including carbonated soft drinks, shelf stable juice and juice-based products, sports drinks, liquid enhancers, freezables, hot chocolate, creamers/whiteners, cereals and beverage concentrates directly or through third-party manufacturers.

Cott Corporation (TSE:BCB) Recent Trading Information

Cott Corporation (TSE:BCB) closed its last trading session down -0.31 at 19.30 with 1,552,327 shares trading hands.