On November 22, 2017, Cott Corporation (the Company) issued a press
release announcing that (i) its wholly owned subsidiary, Cott Beverages, Inc. (CBI), provided notice (the CBI Notice) of conditional full redemption to the holders of its $525,000,000 aggregate principal amount of 5.375%
Senior Notes due 2022 (the CBI Notes) issued pursuant to that certain Indenture, dated as of June 24, 2014 (as amended, supplemented or otherwise modified, the CBI Indenture), by and among CBI, the Company, as a
guarantor, the other guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee, and (ii) its wholly owned subsidiary, DS Services of America, Inc. (DS Services) provided notice (the DSS
Notice and, together with the CBI Notice, the Notices) of conditional full redemption to the holders of its $250,000,000 aggregate principal amount of 10.000% Second Priority Senior Secured Notes due 2021 (the DSS Notes
and, together with the CBI Notes, the Notes) issued pursuant to that certain Indenture, dated August 30, 2013 (as amended, amended and restated, supplemented or otherwise modified, the DSS Indenture and, together with
the CBI Indenture, the Indentures), by and among DS Services, the Company as a guarantor, the other guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee and collateral agent. Pursuant to the
Notices, subject to the conditions set forth therein, CBI and DS Services have elected to redeem all of the outstanding CBI Notes and DSS Notes, respectively, on January 3, 2018 (the Redemption Date). The Notices effectively delay
the previously announced redemption date of November 27, 2017 for each of the CBI Notes and the DSS Notes to January 3, 2018.
As previously
announced on October 26, 2017, the redemption price of the CBI Notes, as set forth in the CBI Indenture, is equal to 104.031% of the principal amount of such CBI Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Redemption Date. The redemption price of the DSS Notes, as set forth in the DSS Indenture, is equal to 105.000% of the principal amount of such DSS Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding,
the Redemption Date.
The redemptions of the CBI Notes and the DSS Notes are each conditioned upon the closing of the previously disclosed sale (the
Sale) of the Companys traditional business (consisting of Cotts North America, United Kingdom and Mexico business units (including the Canadian business) and the finished goods export business of Royal Crown International
(RCI) but excluding RCIs other businesses, the Columbus facility and Aimia) to Refresco Group N.V. (the Purchaser), pursuant to the Share Purchase Agreement, dated as of July 24, 2017 (as such agreement may be
amended, supplemented or otherwise modified), among the Purchaser, the Company and certain other parties thereto.
This Current Report on Form
8-K
does not constitute a notice of redemption under the Indentures, or an offer to tender for, or purchase, any Notes or any other security.
A copy of the press release relating to the conditional full redemption of the Notes is attached hereto as Exhibit 99.1.
There is no assurance as to when and if the Sale will be consummated.