TORONTO, ONTARIO and TAMPA, FLORIDA–(June 21, 2016) – 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 led by CIBC Capital Markets (“CIBC“) has agreed to purchase, on a bought deal basis, 13,120,000 common shares (15,088,000 common shares if the over-allotment described below is exercised in full) at a price of US$15.25 per share for gross proceeds to Cott of approximately US$200 million (US$230 million if the over-allotment option is exercised in full). Cott has also granted the underwriters an option to purchase up to 1,968,000 additional 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 will use a portion of the net proceeds of the offering to repay in full the borrowings under its asset based lending facility, which may be redrawn, from time to time, to finance potential acquisitions and for general corporate purposes. The remainder of the net proceeds will be used by the Company to finance potential acquisitions and for general corporate purposes.
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 June 29, 2016.
The common shares will be offered in the United States by way of a prospectus supplement to the Company’s effective shelf registration statement dated May 26, 2015, filed with the U.S. Securities and Exchange Commission (the “SEC”), and in each of the Provinces of Canada, except Québec, by way of a prospectus supplement to the Company’s short form base shelf prospectus dated May 19, 2015, as amended by amendment no. 1 dated January 22, 2016 and amendment no. 2 dated May 27, 2016, filed with the securities regulatory authorities in each of the Provinces of Canada except Québec. 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 SEC 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 CIBC by email at email@example.com, telephone at 1-800-282-0822 or by mail from CIBC Capital Markets, 425 Lexington Avenue, 5th floor, New York, NY: Attention: Hector Cruz; and a copy of the Canadian prospectus supplement and accompanying short form base shelf prospectus, as amended by amendment no. 1 and amendment no. 2, related to the offering of common shares may be obtained, when available, from CIBC by email at firstname.lastname@example.org, telephone at 416-956-3636 or by mail from CIBC World Markets Inc., 22 Front Street West, Mailroom, Toronto, ON, M5J 2W5: Attention: Michelene Dougherty.
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
With the acquisition of DS Services of America, Inc. in December 2014, Cott combined a leading provider in the direct-to-consumer beverage services industry with its traditional business, one of the world’s largest producers of beverages on behalf of retailers, brand owners and distributors. Cott now has the largest volume-based national presence in the U.S. home and office delivery industry for bottled water and one of the five largest national market share positions in the U.S. office coffee services and filtration services industries. Cott reaches over 1.5 million customers (approximately 60% commercial and 40% residential) through over 2,000 routes located across our national network supported by national sales and distribution facilities, as well as a fleet of over 2,000 vehicles. Cott’s broad portfolio allows it to offer, on a direct-to-consumer basis, a variety of bottled water, coffee, brewed tea, water dispensers, coffee and tea brewers and filtration equipment. With the