UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2015
Cott Corporation
(Exact
name of registrant as specified in its charter)
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Canada |
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001-31410 |
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98-0154711 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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6525 Viscount Road
Mississauga, Ontario, Canada |
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L4V1H6 |
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5519 West Idlewild Avenue
Tampa, Florida, United States |
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33634 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (905) 672-1900
(813) 313-1800
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On May 26, 2015, Cott Corporation (the Company) entered into a sixth amendment (the Credit Agreement Amendment) to the Credit
Agreement dated as of August 17, 2010, as amended, among the Company, Cott Beverages Inc., Cliffstar LLC, Cott Beverages Limited and DS Services of America, Inc., as borrowers, the other loan parties party thereto, the lenders party thereto
(Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto, pursuant to which the parties agreed to certain amendments to the Credit Agreement, which amendments, among other things: (i) increase the
maximum annual amount of Series A Convertible First Preferred Shares and Series B Non-Convertible First Preferred Shares issued by the Company in connection with the acquisition of DS Services of America, Inc. that may be redeemed or otherwise
purchased by the Company or otherwise permit the proposed redemption or purchase; (ii) modify the sale-leaseback covenant to allow for the inclusion of properties that have been owned by certain subsidiaries of the Company for more than 180
days; and (iii) make miscellaneous other technical changes.
Certain of the Lenders and other parties to the Credit Agreement Amendment and their
affiliates from time to time may provide other lending, commercial banking, underwriting, investment banking, or other advisory services to the Company and its subsidiaries for which they receive customary compensation.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information concerning the Credit Agreement Amendment set forth above in Item 1.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On May 26, 2015, the Company and Steven Kitching, the President of the Companys North America Business Unit, agreed to enter into a new employment offer
letter (the Amended Offer Letter) that would supersede his prior employment offer letter, dated February 14, 2013. The Amended Offer Letter will, among other things, (i) extend the term of Mr. Kitchings employment through May 31,
2018 and (ii) provide for a one-time grant to Mr. Kitching under the Companys Amended and Restated Equity Incentive Plan of a long term incentive award equivalent to U.S.$1,000,000. The incentive award will comprise the same types of grants
and performance conditions as the Companys regular incentive awards granted for the 2015-2017 performance period. In the event of a separation from the Company, Mr. Kitching will receive a cash payment in the amount equal to two weeks of his
then-effective annual base salary, subject to the terms of the Amended Offer Letter.
The remaining terms of the Amended Offer Letter are consistent with
Mr. Kitchings prior employment arrangements, as described in the Companys 2015 Definitive Proxy Statement, filed on March 26, 2015.
Item 8.01. Other Events
On May 26, 2015, the
Company issued a press release announcing the offering, on a bought deal basis, of 14,100,000 common shares (16,215,000 common shares if the over-allotment option is exercised in full) at a price of US$9.25 per share for gross proceeds
to the Company of approximately US$130,425,000 (US$149,988,750 if the over-allotment option is exercised in full). A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated May 26, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Cott Corporation |
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(Registrant) |
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May 26, 2015 |
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By: |
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/s/ Marni Morgan Poe |
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Marni Morgan Poe |
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Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated May 26, 2015. |
Exhibit 99.1
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Press Release |
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CONTACT:
Jarrod
Langhans
Investor Relations
Tel: (813) 313-1732
Investorrelations@cott.com
COTT
CORPORATION PRICES PUBLIC COMMON SHARE OFFERING ON A BOUGHT DEAL BASIS
TORONTO, ON and TAMPA, FL May 26, 2015 Cott
Corporation (NYSE:COT; TSX:BCB) (Cott or the Company) today announced that it has entered into an agreement pursuant to which a syndicate of underwriters co-led by CIBC and Barclays, has agreed to purchase, on a
bought deal basis, 14,100,000 common shares (16,215,000 common shares if the over-allotment described below is exercised in full) at a price of US$9.25 per share for gross proceeds to Cott of approximately US$130,425,000 (US$149,988,750 if the
over-allotment option is exercised in full). Cott has also granted the underwriters an option to purchase up to an additional 2,115,000 common shares on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after
the closing of this offering.
Cott intends to use substantially all of the net proceeds of this offering to redeem all of Cotts Series B
Non-Convertible Preferred Shares and a portion of Cotts Series A Convertible Preferred Shares. Cott believes that this application of the proceeds of this offering will assist with the elimination of certain restrictions on its ability to
pursue its strategic objectives, including from time to time pursuing acquisition or expansion opportunities.
This offering is subject to customary
closing conditions, including the approval of the Toronto Stock Exchange and the New York Stock Exchange, and is expected to close on or around June 3, 2015.
The common shares will be offered in the United States pursuant to a prospectus supplement to the Companys effective registration statement dated
May 26, 2015, filed with the U.S. Securities and Exchange Commission, and in each of the Provinces of Canada, except Quebec, by way of a prospectus supplement to the Companys short form base shelf prospectus dated May 19, 2015, filed
with the securities regulatory authorities in each of the Provinces of Canada except Quebec. Offers and sales of the common shares will be made only by the applicable base shelf prospectus and related prospectus supplement to be filed with the U.S.
Securities and Exchange Commission and in Canada on the SEDAR website located at www.sedar.com, which will describe the terms of this offering.
A copy of
the U.S. prospectus supplement and accompanying base shelf prospectus relating to this offering may be obtained, when available, from Barclays by email at
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Press Release |
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Barclaysprospectus@broadridge.com, telephone at (888) 603-5847 or by mail from Barclays Capital Canada Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717; and a copy of the Canadian prospectus supplement and accompanying short form base shelf prospectus related to the offering of common shares may be obtained, when available, upon request from CIBC by email at useprospectus@us.cibc.com,
telephone at 1-800-282-0822 or by mail from CIBC World Markets Inc., 161 Bay Street, 6th Floor, Toronto, ON, M5J 2S8.
This press release does not constitute an offer to sell or a solicitation of an offer to buy and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
ABOUT COTT CORPORATION
Cott is one of the worlds largest producers of beverages on behalf of retailers, brand owners and distributors, and has one of the broadest home and
office bottled water and office coffee services distribution networks in the United States, with the ability to service approximately 90 percent of U.S. households, as well as national, regional and local offices.
Cott produces multiple types of beverages in a variety of packaging formats and sizes, including carbonated soft drinks, 100% shelf stable juice and
juice-based products, clear, still and sparkling flavored waters, energy drinks and shots, sports drinks, new age beverages, ready-to-drink teas, beverage concentrates, liquid enhancers, freezables and ready-to-drink alcoholic beverages, as well as
hot chocolate, coffee, malt drinks, creamers/whiteners and cereals. Cotts large manufacturing footprint, broad distribution network, substantial research and development capability and high-level of quality and customer service enables Cott to
offer its customers a strong value-added proposition of low cost, high quality products and services. In addition, Cott is now a national direct-to-consumer provider of bottled water, office coffee and water filtration services offering a
comprehensive portfolio of beverage products, equipment and supplies to approximately 1.5 million customer locations through its network of over 180 warehouse, branch and distribution facilities and daily operation of over 2,200 routes.
With approximately 9,200 employees, Cott operates approximately 60 manufacturing facilities and 180 distribution facilities in the United States, Canada, the
United Kingdom and Mexico. Cott also develops and manufactures beverage concentrates, which it exports to approximately 50 countries around the world.
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 and forward-looking information within the meaning of applicable Canadian securities
law (collectively, forward-looking statements)
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conveying managements expectations as to the future based on plans, estimates and projections at the time Cott makes the statements. 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 contained in this press release
include, but are not limited to, statements related to completion of the common share offering, the anticipated closing date of the common share offering and the Companys intended use of proceeds of the offering. The forward-looking statements
are based on assumptions regarding managements current plans and estimates, including, without limitation, the assumption that Cott will satisfy all conditions to completion of the common share offering. 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, among others: our ability to compete successfully in a highly competitive beverage category; changes in consumer tastes and preferences for existing products and our ability to develop and timely launch new
products that appeal to such changing consumer tastes and preferences; a loss of or a reduction in business in our legacy Cott business with key customers, particularly Walmart; consolidation of retail customers; fluctuations in commodity prices and
our ability to pass on increased costs to our customers, and the impact of those increased prices on our volumes; our ability to manage our operations successfully; our ability to fully realize the potential benefit of acquisitions or other
strategic opportunities that we may pursue; our ability to realize the expected benefits of recent acquisitions because of integration difficulties and other challenges; risks associated with the DS Services acquisition agreement; changes resulting
from our assessment of the effectiveness of the system of internal control over financial reporting maintained by DS Services; limited financial information on which to evaluate the combined company; the incurrence of substantial indebtedness to
finance the DS Services acquisition; our exposure to intangible asset risk; currency fluctuations that adversely affect the exchange rate between the U.S. dollar and the British pound sterling, the Euro, the Canadian dollar, the Mexican peso and
other currencies; our ability to maintain favorable arrangements and relationships with our suppliers; our substantial indebtedness and our ability to meet our obligations under our debt agreements, and risks of further increases to our
indebtedness; our ability to maintain compliance with the covenants and conditions under our debt agreements; our ability to maintain compliance with the covenants set forth in our preferred shares, and the limitations such covenants may place on
our business; fluctuations in interest rates, which could increase our borrowing costs; credit rating changes; the impact of global financial events on our financial results; our ability to fully realize the expected cost savings and/or operating
efficiencies from our restructuring activities; any disruption to production at our beverage concentrates or other manufacturing facilities; our ability to maintain access to our water sources; our ability to protect our intellectual property;
compliance with product health and safety standards; liability for injury or illness caused by the consumption of contaminated products; liability and damage to our reputation as a result of
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litigation or legal proceedings; changes in the legal and regulatory environment in which we operate; the impact of proposed taxes on soda and other sugary drinks; enforcement of compliance with
the Ontario Environmental Protection Act; the seasonal nature of our business and the effect of adverse weather conditions; the impact of national, regional and global events, including those of a political, economic, business and competitive
nature; our ability to recruit, retain, and integrate new management; our ability to renew our collective bargaining agreements on satisfactory terms; disruptions in our information systems; or our ability to securely maintain our customers
confidential or credit card information, or other private data relating to our employees or our company.
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any forward-looking statements. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Cotts Annual Report on Form
10-K, its quarterly reports on Form 10-Q, its registration statement dated May 26, 2015 filed with the U.S. Securities and Exchange Commission and its Canadian base shelf prospectus dated May 19, 2015 filed on www.sedar.com, as well as
other filings with the securities commissions or similar regulatory authorities in Canada and in United States. These forward-looking statements are made only as of the date of this press release and Cott does not undertake to update or revise any
of these statements in light of new information, future events or otherwise, except as expressly required by applicable law.
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