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

Item1.01. Entry into a Material Definitive Agreement.

Issuance of Senior Notes due 2025

On March22, 2017 (the Closing Date), Cott Holdings Inc. (the
Issuer), a wholly owned subsidiary of Cott Corporation (the
Company), issued $750million aggregate principal amount of 5.50%
Senior Notes due 2025 (the New Notes). The offering and sale of
the New Notes were made only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), or, outside the United States, to
persons other than U.S. persons in compliance with Regulation S
under the Securities Act. In Canada, the New Notes were offered
and sold on a private placement basis in certain provinces to
accredited investors in reliance on available exemptions from the
prospectus requirement of applicable Canadian securities laws.

The Issuer used a portion of the net proceeds from the offering
of the New Notes to purchase $202,316,000 in aggregate principal
amount of Cott Beverages Inc.s (Cott Beverages) 6.75% Senior
Notes due 2020 (the 2020 Notes) that have been validly tendered,
and accepted for purchase, to Cott Beverages previously announced
cash tender offer and consent solicitation (the Tender Offer),
along with the early tender premium, accrued interest and
associated fees and expenses. As previously announced, Cott
Beverages expects to use the remaining net proceeds from the
offering of the New Notes to redeem any of the 2020 Notes that
remain outstanding on April 5, 2017 at a redemption price equal
to 103.375% of the aggregate principal amount of the 2020 Notes
to be redeemed, plus any accrued and unpaid interest on the
principal amount being redeemed to, but not including, the
redemption date, to repay a portion of the loans outstanding
under the Companys existing asset-based credit facility and to
pay related fees and expenses in connection with the foregoing.

Indenture

On the Closing Date, the Issuer entered into an indenture (the
Indenture) with the guarantors party thereto (the Guarantors),
BNY Trust Company of Canada, as Canadian co-trustee, and The Bank
of New York Mellon, as U.S. co-trustee, paying agent, registrar,
transfer agent and authenticating agent, providing for the
issuance of the New Notes. Interest is payable on the New Notes
on each April1 and October1, commencing on October1, 2017. On or
after April1, 2020, the New Notes will be subject to redemption
at any time and from time to time at the option of the Issuer, in
whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and
unpaid interest and additional interest thereon, if any, to but
excluding the applicable redemption date, if redeemed during the
twelve-month period beginning on April1 of the years indicated
below:

In addition, at any time prior to April1, 2020, the Issuer may
redeem all or a portion of the New Notes at a redemption price
equal to 50% of the principal amount thereof plus a make-whole
premium, using a discount rate of Treasury Rate (as defined in
the Indenture) plus 0.5%.

The terms of the Indenture, among other things, limit the ability
of the Issuer and the Company and its restricted subsidiaries to
incur additional debt and issue preferred stock; pay dividends or
make other restricted payments; make certain investments; create
liens; allow restrictions on the ability of certain of its
subsidiaries to pay dividends or make other payments to it; sell
assets; merge or consolidate with other entities; and enter into
transactions with affiliates, subject to certain thresholds and
exceptions. The Indenture provides for customary events of
default which include (subject in certain cases to customary
grace and cure periods), among others, nonpayment of principal or
interest; breach of other covenants or agreements in the
Indenture; failure to pay certain other indebtedness; failure to
pay certain final judgments; failure of certain guarantees to be
enforceable; and certain events of bankruptcy or insolvency.

The foregoing summary description of the Indenture is not
complete and is qualified in its entirety by reference to the
Indenture, which is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.

Item7.01 Regulation FD Disclosure

On March22, 2017, the Company issued a press release announcing
the closing of the offering of the New Notes, the results to date
of the Tender Offer and the extension of the expiration time of
the Tender Offer. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

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 -0.08 at 16.12 with 211,640 shares trading hands.