Cott Announces Closing of $525 Million 5.375% Senior Note Offering, Results to Date of Tender Offer and Consent Solicitation

Cott Announces Closing of $525 Million 5.375% Senior Note Offering, Results to 
Date of Tender Offer and Consent Solicitation and Notice
of Intent to Redeem the Remaining Outstanding 8.125% Senior Notes Due
TORONTO, ON and TAMPA, FL -- (Marketwired) -- 06/24/14 --  
Consistent with Cott Corporation's (NYSE: COT) (TSX: BCB) recently
announced strategic priorities, Cott announced today that its wholly
owned subsidiary, Cott Beverages Inc. ("Cott Beverages"), has closed
its private placement of $525 million in aggregate principal amount
of 5.375% senior notes due 2022 (the "New Notes"), resulting in net
proceeds to Cott Beverages of approximately $517 million.  
As announced on Cott's first quarter earnings call, Cott's five
strategic priorities are:  
1. Continue with our 4C's approach including our tight operating
management and capital controls with an ongoing focus on cash
2. Increase our allocation of new and dedicated resources against our
growth in contract manufacturing with a three year target of adding
50 to 80 million 8oz equivalent cases to our North American contract
manufacturing channel which includes incremental contract
manufacturing growth of between 15 and 18 million 8oz equivalent
cases in 2014. 
3. Refinance our 8.125% senior notes due 2018 (the "2018 Notes") in
parallel with an expansion of our overall debt capacity but at the
same time reduce our interest rate. The refinancing of our 2018 Notes
and the issuance of the New Notes will result in an approximate $2
million reduction in interest costs per annum. 
4. Based on our current view of the operating environment, increase
our return of funds to shareholders to up to 50% of our free cash
flow over the next 12 months via an increase in our opportunistic
share repurchase plan and the continuance of our 6 cents quarterly
dividend that is now denominated in US currency.  
5. Accelerate in pace and scale our diversifying acquisitions outside
of carbonated soft drinks and shelf stable juices, with a focus on
other beverage categories and beverage adjacencies, as well as on
driving our channel mix beyond large format retail and supermarket
stores. In line with this priority, our United Kingdom / Europe
Business Unit recently acquired Aimia Foods (Holdings) Limited, which
further improves our product, package and channel diversification by
expanding our product line into the foodservice channel to include
hot chocolate, coffee, malt drinks, creamers/whiteners and cereals,
and by providing us with new packaging formats, which include
pouches, jars, sticks, in-cup products, sachets and block-bottom
The New Notes have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws
and, unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws.  
Cott also announced today that Cott Beverages has accepted for
purchase $295,929,000 million aggregate principal amount of the 2018
Notes, or 78.91% of the total outstanding, which were validly
tendered prior to 5:00 p.m., New York City time, on June 23, 2014
(the "Consent Expiration"), pursuant to Cott Beverages' previously
announced cash tender offer and consent solicitation (the "Tender
Offer"). Holders of Notes accepted for purchase will receive the
"Total Consideration" of $1,054.63, plus accrued and unpaid interest
to, but not including, the initial settlement date for the Tender
Offer, which is today. Cott Beverages expects to use the net proceeds
from the offering of the New Notes to repurchase the 2018 Notes
tendered in the Tender Offer, to redeem any of the 2018 Notes that
remain outstanding, to repay any outstanding loans under its
asset-based lending credit facility, to pay related fees and expenses
and for general corporate purposes.  
Cott also announced that Cott Beverages has received consents
(coupled with tenders) from holders representing a majority of the
outstanding principal amount of the 2018 Notes to adopt the proposed
amendments to the 2018 Notes. A supplemental indenture effecting the
proposed amendments has been executed, but such proposed amendments
will only become operative simultaneously upon the acceptance for
payment of all 2018 Notes that are validly tendered (and not
previously withdrawn).  
The Tender Offer will expire at 11:59 p.m., New York City time, on
July 8, 2014, unless extended or earlier terminated (the "Expiration
Time"). Holders who tender their 2018 Notes prior to the Expiration
Time will be eligible to receive consideration equal to $1,024.63,
plus any accrued and unpaid interest on the 2018 Notes up to, but not
including, the final payment date for the Tender Offer, which is
expected to be July 9, 2014.  
In addition, Cott Corporation announced today that Cott Beverages
gave notice to Wells Fargo Bank, National Association ("Wells
Fargo"), the trustee under the indenture governing the 2018 Notes, of
its intent to redeem the remaining outstanding 2018 Notes following
the Expiration Time at a redemption price equal to 100% of the
aggregate principal amount of the 2018 Notes to be redeemed, a
make-whole premium, and accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date. The
redemption date will be July 24, 2014.  
Cott Beverages has instructed Wells Fargo to send a notice of
redemption on June 24, 2014 in the name of Cott Beverages, which
contains additional information concerning the terms and conditions
of the redemption, to all currently registered holders of the 2018
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell with respect to
any securities. The tender offer and consent solicitation are only
being made pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Instructions. The
Tender Offer is not being made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. None of Cott
Beverages, the dealer manager, the solicitation agent, the
information agent, the depositary or their respective affiliates is
making any recommendation as to whether or not holders should tender
all or any portion of their Notes in the tender offer or deliver
their consent to the proposed amendments.  
Cott Beverages has retained BofA Merrill Lynch to act as sole dealer
manager and solicitation agent for the tender offer and consent
solicitation and D.F. King & Co., Inc. to act as information agent
and depositary for the tender offer. Requests for documents may be
directed to D.F. King & Co., Inc. at (800) 848-3416 (toll free) or
(212) 269-5550 (collect). Questions regarding the tender offer or
consent solicitation may be directed to BofA Merrill Lynch at (888)
292-0070 (toll free) or (980) 388-3646 (collect).  
Safe Harbor Statements
 This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934,
including statements regarding Cott's strategic priorities, the
completion of the tender offer, and the Total Consideration or Tender
Consideration, as applicable, to be paid to holders of the 2018 Notes
who tender their 2018 Notes prior to the Consent Expiration or prior
to the Expiration Time, as applicable, and the redemption of the 2018
Notes. Forward-looking statements involve inherent risks and
uncertainties and Cott 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 management's 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 press release include those
risks and uncertainties indicated from time to time in Cott's filings
with the Securities and Exchange Commission. 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 Cott's Annual Report on Form
10-K and its quarterly reports on Form 10-Q, as well as other
periodic reports filed with the securities commissions. Cott 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.  
Jarrod Langhans 
Investor Relations 
Tel: (813) 313-1732 
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