Cott Announces Expiration of Tender Offer for 8.125% Senior Notes Due 2018
TORONTO, ON and TAMPA, FL -- (Marketwired) -- 07/09/14 -- Cott
Corporation (NYSE: COT) (TSX: BCB) announced today the expiration of
the previously announced cash tender offer and consent solicitation
(the "Tender Offer") by its wholly owned subsidiary, Cott Beverages
Inc. ("Cott Beverages"), for any and all of its 8.125% senior notes
due 2018 (the "2018 Notes"). The Tender Offer expired at 11:59 p.m.,
New York City time, on July 8, 2014. As of the expiration date, Cott
Beverages had received valid tenders from holders of $296,104,000
aggregate principal amount of 2018 Notes, or 78.96% of the total
outstanding prior to the Tender Offer.
As previously announced, Cott Beverages purchased $295,929,000
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").
Holders who validly tendered their 2018 Notes after the Consent
Expiration and prior to the expiration date of the Tender Offer will
receive total consideration of $1,024.63 per $1,000 principal amount
of the 2018 Notes plus accrued and unpaid interest from the last
payment date to, but not including, the settlement date. Cott
Beverages expects to make payment today, July 9, 2014, for such 2018
Following the Tender Offer, there will be total of $78,896,000
aggregate principal amount of 2018 Notes outstanding. As previously
announced, 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 Tender Offer 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. A notice of redemption was sent by Wells Fargo on June 24, 2014
in the name of Cott Beverages to all currently registered holders of
the 2018 Notes, which notice contains additional information
concerning the terms and conditions of the redemption.
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 were made
pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Instructions. None
of Cott Beverages, the dealer manager, the solicitation agent, the
information agent, the depositary or their respective affiliates made
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 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.
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 the consideration to be paid to
holders of the 2018 Notes 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.
Tel: (813) 313-1732
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