On June 16, 2016, the Escrow Issuer entered into a purchase agreement (the
Purchase Agreement) with certain initial purchasers named in Schedule I therein (the Initial Purchasers) for a private placement offering of the New Notes. Pursuant to the Purchase Agreement, the Initial Purchasers agreed to
purchase the New Notes. On the Release Date (as defined in the Purchase Agreement), the Company and certain subsidiaries of the Company, as guarantors (the Guarantors), are expected to execute and deliver a joinder agreement to the
Purchase Agreement (the Joinder Agreement), whereby the Company and each of the Guarantors will agree to observe and fully perform all of the rights, obligations and liabilities contemplated therein. Following the Release Date, the
Escrow Issuer will be combined with the Company by way of an amalgamation under applicable Canadian corporate law, and the combined company, Cott Corporation, will continue as the issuer of the New Notes.
Among other things, pursuant to the Purchase Agreement, the Escrow Issuer, and upon execution of the Joinder Agreement, the Company and each of the
Guarantors, (i) agreed, for a period of 60 days, not to, without the prior written consent of the Deutsche Bank Securities Inc., as representative of the Initial Purchasers, offer for sale, sell, or otherwise dispose of (or enter into any
transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company or the Escrow Issuer substantially similar to the New Notes or securities
convertible into or exchangeable for such debt securities of the Company or the Escrow Issuer, or sell or grant options, rights or warrants with respect to such debt securities of the Company or the Escrow Issuer or securities convertible into or
exchangeable for such debt securities of the Company or the Escrow Issuer; and (ii) agreed to indemnify the Initial Purchasers with respect to certain aspects of the offering of the New Notes. The Purchase Agreement also contains customary
representations, warranties and agreements by the Escrow Issuer, and upon execution of the Joinder Agreement, the Company and each of the Guarantors.
The
New Notes were offered and are anticipated to be sold by the Escrow Issuer to the Initial Purchasers at a price set forth in the Purchase Agreement in reliance on an exemption pursuant to Section 4(a)(2) of the Securities Act and other
applicable laws. Delivery to the Initial Purchasers of, and payment for, the New Notes is anticipated to be made on or about June 30, 2016. The New Notes have not been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements. In Canada, the New Notes will be offered and sold on a private placement basis in certain provinces to accredited investors in reliance on available
exemptions from the prospectus requirement of applicable Canadian securities laws.
The obligation of the Initial Purchasers to purchase the New Notes are
subject to customary terms and conditions, including accuracy of representations and warranties of the Escrow Issuer, and upon execution of the Joinder Agreement, the Company and each of the Guarantors and receipt of legal opinions and certificates,
in each case as set forth in the Purchase Agreement.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act,
including, but not limited to, statements regarding the proposed Eden Acquisition, the note offering and our intention to finance a portion of the Eden Acquisition with the net proceeds of the note offering. 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.