Item 8.01 Other Events
Certain Information from the Offering Memorandum Related to the Notes
This Current Report on Form 8-K (this Current Report) is being filed to, among other things, include certain information from the preliminary
offering memorandum dated June 13, 2016 related to the offering by Cott Finance Corporation, a corporation organized under the laws of Canada and a wholly owned subsidiary of Cott Corporation (the Company), of 450 million in
aggregate principal amount of 5.50% Senior Notes due 2024 (the Notes), which is filed as Exhibit 99.1 hereto. The net proceeds of the Notes offering will be used to finance a portion of the purchase price for the previously announced
proposed acquisition (the Eden Acquisition) of Hydra Dutch Holdings 1 B.V. (Eden Holdings) by Carbon Acquisition Co B.V., a wholly owned subsidiary of the Company, pursuant to that certain Share Purchase Agreement, dated as
of June 7, 2016, to repay a portion of the outstanding indebtedness of Eden Holdings subsidiaries and to pay certain related fees and expenses. The closing of the Eden Acquisition is subject to the satisfaction of certain conditions.
Exhibit 99.1 includes certain financial information of Hydra Dutch Holdings 2 B.V. (Eden), a wholly owned subsidiary of Eden Holdings. The Company
believes that the only material differences between the financial information of Eden Holdings and that of Eden relate to additional cash and cash equivalents held in Eden Holdings and intercompany transactions that are either substantially
eliminated on consolidation or will be settled concurrent with the closing of the Eden Acquisition.
Financial Information of Eden Holdings
This Current Report is being filed to, among other things, include certain financial information relating to the Eden Acquisition. This Current
Report includes (i) the unaudited pro forma condensed combined financial information as of and for the three months ended April 2, 2016 and for the year ended January 2, 2016; (ii) the audited consolidated financial statements of
Eden Holdings as of and for the years ended December 31, 2015 and 2014 and for the successor period from October 1, 2013 through December 31, 2013 and the audited combined financial statements for the predecessor period from
January 1, 2013 through September 30, 2013; and (iii) the unaudited condensed consolidated financial statements of Eden Holdings as of and for the three months ended March 31, 2016 and for the three months ended March 31, 2015,
attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively.
The audited and unaudited consolidated and combined financial statements of Eden Holdings
included in Exhibits 99.3 and 99.4 hereto and the audited and unaudited consolidated financial information of Eden included in Exhibit 99.1 hereto have been prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB) and not U.S. generally accepted accounting principles (GAAP). IFRS differs in certain respects from GAAP.
In addition to the financial information presented in Exhibits 99.3 and 99.4 under IFRS, Exhibits 99.3 and 99.4 contain a non-IFRS financial
measure, that is, a financial measure that either excludes or includes amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS. Specifically, Exhibits 99.3 and 99.4
reference the non-IFRS measure Operating EBITDA, which is calculated as earnings before other operating expenses, interest, taxes, depreciation and amortization paid to shareholders. Operating EBITDA should not be considered as an
alternative to, or more meaningful than, net loss as a measure of operating performance. Since it is not a measure determined in accordance with IFRS and is thus susceptible to varying interpretations and calculations, Operating EBITDA may not be
comparable to other similarly titled measures of other companies. For a reconciliation of Operating EBITDA to net loss, see Exhibits 99.3 and 99.4.
The
unaudited pro forma condensed combined financial information included herein in Exhibit 99.2 is derived from the historical financial statements of the Company and Eden Holdings and the unaudited pro forma condensed combined financial information
included herein in Exhibit 99.1 is derived from the historical financial statements of the Company and Eden, each adjusted to give effect to the Eden Acquisition, the repayment of certain of the outstanding indebtedness of Eden Holdings
subsidiaries, the issuance of the Notes and the use of proceeds therefrom, additional borrowings under the Companys asset based lending (ABL) credit facility in the amount of approximately $71 million and the payment of certain
related fees and expenses (collectively, the Transactions). The unaudited pro forma condensed combined balance sheet as of April 2, 2016 gives effect to the Transactions as if they had occurred on April 2, 2016. The unaudited
pro forma condensed combined statement of operations data for the three months ended April 2, 2016 and the year ended January 2, 2016 assume that the Transactions were consummated on January 4, 2015.
The Company assessed the need to make certain adjustments to Eden Holdings and Edens historical financial statements prepared under IFRS to
conform to GAAP and noted no significant adjustments were needed for the periods covered by the unaudited pro forma condensed combined financial information. Certain historical financial information of Eden Holdings and Eden have been reclassified
to conform to the presentation of historical financial information of the Company in the pro forma financial statements. However, the unaudited pro forma financial statements may not reflect all the adjustments necessary to conform the accounting
policies of Eden Holdings or Eden, as applicable, to those of the Company as the Company is still in the process of conforming the accounting policies of Eden Holdings and Eden to those of the Company.
The pro forma adjustments are preliminary and have been made solely for informational purposes. As a result, the pro forma condensed combined financial
information is not intended to represent and does not purport to be indicative of what the Companys financial condition or results of operations would have been had the Transactions occurred at an earlier date. In addition, the pro forma
condensed combined financial information does not purport to project the future financial condition and results of operations of the Company. The actual results of the Company may differ significantly from those reflected in the pro forma condensed
combined financial information.
2
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements regarding the proposed Eden Acquisition, the Notes offering and the expected additional borrowings under the Companys ABL credit facility.
Forward-looking statements involve inherent risks and uncertainties, many of which are beyond the Companys control. The Company 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 managements 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 Current Report include those risks and uncertainties indicated from time to time in the Companys filings with the
Securities and Exchange Commission (the SEC). 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 the Companys Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the SEC. The Company 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.