Cott Corporation (TSE:BCB) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure
On March8, 2017, Cott Corporation (the Company) issued a press
release announcing that its wholly owned subsidiary, Cott
Holdings Inc. (the Issuer), priced the previously announced
offering (the New Notes offering) and increased the amount of the
New Notes offering to $750 million in aggregate principal amount
of 5.5% Senior Notes due 2025 (the New Notes). The New Notes will
mature on April 1, 2025 and interest on the New Notes will accrue
and be payable semi-annually commencing on October1, 2017 at the
rate of 5.5% per annum. The New Notes will yield gross proceeds
to the Issuer of $750 million.
The Issuer expects to use the net proceeds from the New Notes
offering to repurchase any and all of the outstanding 6.75%
Senior Notes due 2020 (the 2020 Notes) of Cott Beverages Inc.
(Cott Beverages) in its previously announced tender offer and
consent solicitation (the Tender Offer) and to redeem any of the
2020 Notes that remain outstanding if Cott Beverages purchases
less than all of the outstanding 2020 Notes in the Tender Offer,
to pay tender and redemption premiums on the 2020 Notes, as
applicable, to pay down the loans under the asset-based lending
credit facility of the Company, and to pay related fees and
expenses.
A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished to this Item7.01, including Exhibit
99.1 attached hereto, shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended (the Securities Act), or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item8.01 Other Events
On March8, 2017, the Issuer, the Company and certain subsidiaries
of the Company (collectively with the Company, the Guarantors)
entered into a purchase agreement (the Purchase Agreement) with
certain initial purchasers named in Schedule I therein (the
Initial Purchasers) for a private placement offering of the New
Notes. to the Purchase Agreement, the Initial Purchasers agreed
to purchase the New Notes.
Among other things, to the Purchase Agreement, the Company, the
Issuer and each of the other Guarantors (i)agreed, for a period
of 60 days, not to, without the prior written consent of the
Deutsche Bank Securities Inc., as representative of the Initial
Purchasers, offer for sale, sell, or otherwise dispose of (or
enter into any transaction or device that is designed to, or
would be expected to, result in the disposition by any person at
any time in the future of) any debt securities of the Company or
the Issuer substantially similar to the New Notes or securities
convertible into or exchangeable for such debt securities of the
Company or the Issuer, or sell or grant options, rights or
warrants with respect to such debt securities of the Company or
the Issuer or securities convertible into or exchangeable for
such debt securities of the Company or the Issuer; and (ii)agreed
to indemnify the Initial Purchasers with respect to certain
aspects of the New Notes offering. The Purchase Agreement also
contains customary representations, warranties and agreements by
the Issuer, the Company and each of the other Guarantors.
The New Notes were offered and are anticipated to be sold by the
Issuer to the Initial Purchasers at a price set forth in the
Purchase Agreement in reliance on an exemption to Section4(a)(2)
of the Securities Act and other applicable laws. Delivery to the
Initial Purchasers of, and payment for, the New Notes is
anticipated to be made on or about March22, 2017. The New Notes
have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The New
Notes may be offered and sold in Canada 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 obligation of the Initial Purchasers to purchase the New
Notes are subject to customary terms and conditions, including
accuracy of representations and warranties of the Issuer and the
Guarantors, and receipt of legal opinions and certificates, in
each case as set forth in the Purchase Agreement.
Forward-Looking Statements
This Current Report on Form 8-K (this Current Report) contains
forward-looking statements within the meaning of Section27A of
the Securities Act and Section21E of the Exchange Act, including,
but not limited to, statements regarding the New Notes offering
and the use of proceeds therefrom. Forward-looking statements
involve inherent risks and uncertainties, many of which are
beyond the Companys
control. The Company 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
managements 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 Current
Report include those risks and uncertainties indicated from time
to time in the Companys filings with the Securities and Exchange
Commission (the SEC). 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 the Companys Annual Report on Form
10-K, as well as other periodic reports filed with the SEC. The
Company 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.
| Item9.01 | Financial Statements and Exhibits |
(d)Exhibits
|
Exhibit No. |
Description |
|
| 99.1 |
Press Release of Cott Corporation, dated March 8, 2017, regarding the pricing and increase in size in the aggregate principal amount of Cott Holding Inc.s 5.5% Senior Notes due 2025. |
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 up +0.80 at 15.66 with 489,339 shares trading hands.