Cott to raise $615 mln of senior notes to fund buy of PE-backed DSS

A subsidiary of Canadian beverage producer Cott Corp (TSX: BCB) (NYSE: COT) intends to offer $615 million of senior notes to qualified institutional buyers and non-U.S. individuals. Proceeds of the offering are expected to help finance the cost of Cott’s proposed US$1.25 billion acquisition of DSS Group Inc, the parent of DS Services of America Inc, a U.S.-based distributor of bottled water and coffee. Cott plans to finance the rest of the transaction through its asset-based lending facility and a private offering to current DSS investors. DSS is backed by U.S. private equity firm Crestview Partners.


Cott Announces Intention to Offer $615 Million of Senior Notes

TORONTO, ON and TAMPA, FL–(Marketwired – Dec 1, 2014) – Cott Corporation (NYSE: COT) (TSX: BCB) announced today that its wholly owned subsidiary, Cott Beverages Inc. (“Cott Beverages”), intends, subject to market and other customary conditions, to offer $615 million aggregate principal amount of senior notes due 2019 (the “Notes”). The Notes will be offered to qualified institutional buyers pursuant 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. The Notes will be fully and unconditionally guaranteed by Cott Corporation and certain of its subsidiaries.

Cott Beverages expects to use the net proceeds from the offering to fund a portion of the purchase price and related fees and expenses for the previously announced and pending acquisition of DSS Group, Inc. (the “DSS Acquisition”). The offering of the Notes is expected to close concurrently with, and will be conditioned on, the closing of the DSS Acquisition. Cott intends to finance the remaining portion of the DSS Acquisition through a draw-down on its asset based lending facility as well as a private offering of preferred shares to current investors of DSS Group, Inc.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities.

The Notes have not been registered under 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.

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 our intention to offer notes, the principal amount and maturity date of such notes and our use of the net proceeds from the offering of such 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
Email Contact

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