Cott Corporation (TSE:BCB) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
Proposed Notes Offering
On March6, 2017, Cott Corporation (the Company) issued a press
release announcing that its wholly owned subsidiary, Cott
Holdings Inc. (the Issuer), intends to offer, subject to market
and other customary conditions, $650million in aggregate
principal amount of senior notes due 2025 (the notes) in a
private offering (the notes offering). The notes will initially
be fully and unconditionally guaranteed by the Company and all of
the Companys existing subsidiaries that are obligors under the
Companys asset-based lending credit facility and by any
wholly-owned subsidiary that guarantees certain indebtedness of
the Company, the Issuer or any other guarantors.
The Issuer intends to use the net proceeds from the notes
offering, along with cash on hand, to repurchase any and all of
the outstanding 6.75% Senior Notes due 2020 (the 2020 Notes) of
Cott Beverages Inc., a wholly owned subsidiary of the Company and
the Issuer (Cott Beverages), in the Tender Offer (as defined
below) and, if the Tender Offer is not consummated, or if less
than all of the outstanding 2020 Notes are repurchased in the
Tender Offer, to fund the redemption of any 2020 Notes that
remain outstanding, to pay tender and redemption premiums on the
2020 Notes, as applicable, and to pay related fees and expenses.
On March6, 2017, the Company issued a press release announcing
that Cott Beverages has commenced a cash tender offer (the Tender
Offer), subject to certain terms and conditions, for any and all
of the outstanding 2020 Notes. In connection with the Tender
Offer, Cott Beverages is also seeking consents to eliminate
substantially all of the restrictive covenants in the indenture
governing the 2020 Notes as described in the Offer to Purchase
and Consent Solicitation Statement dated March6, 2017. The Tender
Offer is scheduled to expire at 11:59 p.m., New York City time,
on March31, 2017, subject to Cott Beverages right to extend the
Tender Offer, with an early tender deadline of 5:00 p.m., New
York City time, on March17, 2017. Concurrently with the
commencement of the Tender Offer, Cott Beverages issued a notice
of redemption providing for the redemption of all of the
outstanding 2020 Notes at a redemption price of 103.375%, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. The closing of the Tender Offer and the
Redemption are conditioned on, among other things, the
satisfaction or waiver of certain conditions, including, among
other things, the Issuer having obtained sufficient funds to
repurchase or redeem any and all of the outstanding 2020 Notes.
The notes offering is not conditioned upon the consummation of
the Tender Offer.
The notes will be offered to qualified institutional buyers to
Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to non-U.S. persons in accordance with
Regulation S under the Securities Act and other applicable laws.
This Current Report on Form 8-K (Current Report) does not
constitute an offer to sell or the solicitation of an offer to
buy the notes or an offer to buy or the solicitation of an offer
to sell the 2020 Notes. Any offers of the notes will be made only
by means of a private offering memorandum. The notes have not
been registered under the Securities Act, or the securities laws
of any other jurisdiction, and may not be offered or sold in the
United States without registration or an applicable exemption
from registration requirements.
The press releases
relating to the notes offering and the Tender Offer are attached
hereto as Exhibits 99.1 and 99.2, respectively.
Financial
Information
In connection with
the notes offering, the Company provided potential investors with
unaudited pro forma condensed combined financial information
consisting of unaudited pro forma condensed combined statements
of operations data for the year ended December31, 2016. The
unaudited pro forma condensed combined financial information is
derived from (i)the audited historical financial statements of
the Company for the year ended December31, 2016, (ii) the
unaudited condensed consolidated interim financial information of
Hydra Dutch Holdings 1 B.V. (Eden Holdings) for the seven months
ended July31, 2016 and (iii)the unaudited condensed consolidated
interim financial statements of SD Coffee Holding Company (SD
Holdings) for the thirty-two week reporting period ended
August10, 2016, adjusted to give effect to the consummation of
the previously disclosed acquisitions of Eden Holdings and SD
Holdings (collectively, the Acquisitions). The unaudited pro
forma condensed combined statement of operations data for the
year ended December31, 2016 assumes that the Acquisitions were
each consummated on January3, 2016.
The pro forma
adjustments are preliminary and have been made solely for
informational purposes. As a result, the pro forma condensed
combined financial information is not intended to represent and
does not purport to be indicative of what the Companys financial
condition or results of operations would have been had the
Acquisitions occurred at an earlier date. In addition, the pro
forma condensed combined financial information does not purport
to project the future financial condition and results of
operations of the Company. The actual results of the Company may
differ significantly from those reflected in the pro forma
condensed combined financial information.
Theunaudited pro
forma condensed combined financial information for the year ended
December31, 2016 is attached hereto as Exhibit 99.3.
Other
Information
Certain other pro
forma financial information that was provided to potential
investors in connection with the notes offering is furnished as
Exhibit 99.4 hereto.
In connection with
the notes offering, management will be making roadshow
presentations to potential investors. Certain slides that will be
used in making such presentations are attached hereto as Exhibit
99.5.
The financial
information of the Company and SD Holdings included in Exhibits
99.3, 99.4 and 99.5 has been prepared in accordance with U.S.
generally accepted accounting principles (GAAP). The financial
information of Eden Holdings included in Exhibits 99.3, 99.4 and
99.5 has been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International
Accounting Standards Board and not GAAP. IFRS differs in certain
respects from GAAP.
The SD Holdings
and Eden Holdings financial information included in the exhibits
to this Current Report on Form 8-K are not intended to comply
with the requirements of Regulation S-X under the Securities Act
and the rules and regulations of the Securities and Exchange
Commission (the SEC) promulgated thereunder. Compliance with such
requirements would require the inclusion of Eden Holdings
consolidated financial statements audited using U.S. generally
accepted auditing standards (U.S. GAAS). We cannot assure you
that, had the financial statements of SD Holdings and Eden
Holdings been compliant with Regulation S-X under the Securities
Act and the regulations of the SEC promulgated thereunder, or
that Eden Holdings was prepared in accordance with GAAP or
audited in accordance with U.S. GAAS, that there would not be
differences and such differences could be material.
The financial
information in Exhibits 99.4 and 99.5 includes certain non-GAAP
financial measures, including EBITDA, Adjusted EBITDA, Adjusted
EBITDA margin, Pro Forma Acquisition Adjusted EBITDA and Pro
Forma Acquisition Adjusted EBITDA margin, that either exclude or
include amounts that are not excluded or included in the most
directly comparable measures calculated and presented in
accordance with GAAP. Reconciliations of such non-GAAP financial
measures to the comparable measures calculated and presented in
accordance with GAAP are contained in the reconciliation tables
included in Exhibits 99.4 and 99.5, respectively.
The Company
defines EBITDA as earnings before interest expense, income taxes,
non-controlling interests, depreciation and amortization,
accumulated dividends on preferred shares and foreign exchange
impact on redemption of preferred shares. The Company defines
Adjusted EBITDA as EBITDA adjusted for items which are not
considered by management to be indicative of the underlying
results. The Company defines Adjusted EBITDA margin as Adjusted
EBITDA divided by total net revenue. The Company defines Pro
Forma Acquisition Adjusted EBITDA as Pro Forma Adjusted EBITDA
plus approximately $23.3 million of estimated cost synergies
(expected to be achieved by the end of 2020) to be derived from
cost savings in the areas of procurement and administration
related to the 2016 acquisitions of Eden and SD. The Company
defines Pro Forma Acquisition Adjusted EBITDA margin as Pro Forma
Acquisition Adjusted EBITDA divided by pro forma total net
revenue.
EBITDA, Adjusted
EBITDA, Adjusted EBITDA margin, Pro Forma Acquisition Adjusted
EBITDA and Pro Forma Acquisition Adjusted EBITDA margin have
limitations as an analytical tool and should not be considered in
isolation from, or as a substitute for analysis of, the financial
information of the Company under GAAP. Because of these
limitations, none of EBITDA, Adjusted EBITDA, Adjusted EBITDA
margin, Pro Forma Acquisition Adjusted EBITDA, Pro Forma
Acquisition Adjusted EBITDA margin, or any related ratio using
such measures should be considered as a measure of discretionary
cash available to invest in business growth or reduce
indebtedness.
The information
furnished to this Item7.01, including Exhibits 99.1, 99.2, 99.3,
99.4 and 99.5, shall not be deemed to be 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 or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
Forward-Looking
Statements
This Current
Report contains forward-looking statements within the meaning of
Section27A of the Securities Act and Section21E of the Exchange
Act. Forward-looking statements involve inherent risks and
uncertainties, many of which are beyond the Companys control. The
forward-looking statements include statements about projected
synergies. 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 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, dated March6, 2017, issued by Cott Corporation, relating to the notes offering. |
|
| 99.2 |
Press Release, dated March6, 2017, issued by Cott Corporation, relating to the Tender Offer. |
|
| 99.3 |
Unaudited pro forma condensed combined financial statementsfor the year ended December31, 2016. |
|
| 99.4 |
Certain pro forma financial information for the year ended December31, 2016. |
|
| 99.5 |
Certain slides from the roadshow presentation in connection with the notes offering. |
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 +0.35 at 14.82 with 422,005 shares trading hands.
