Cott announces expiration of tender offer for 8.125% senior notes due 2018; company receives valid tenders from holders of US$296.1M worth of 2018 notes
TORONTO and TAMPA, Florida
July 10, 2014
– 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 Notes.
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.