Cott begins tender offer, consent solicitation for 8 1/8% notes

By Marisa Wong

Madison, Wis., June 10 – Cott Corp. said its wholly owned subsidiary, Cott Beverages Inc., began a cash tender offer for any and all of its outstanding 8 1/8% senior notes due 2018.

The offer will expire at 11:59 p.m. ET on July 8.

Holders who tender their notes on or prior to 5 p.m. ET on June 23, the consent expiration, will be eligible to receive the total consideration of $1,054.63 per $1,000 principal amount, plus accrued interest up to, but not including, the initial settlement date. The total consideration includes a consent payment of $30.00 per $1,000 of notes.

Holders who tender their notes after the consent expiration but on or prior to the expiration time will be eligible to receive the tender consideration of $1,024.63 per $1,000 of notes plus accrued interest up to, but not including, the final settlement date. Holders who tender after the consent expiration will not receive the consent payment.

Tenders may be withdrawn on or prior to June 23.

As part of the tender offer, Cott is also soliciting consents from noteholders for proposed amendments that would eliminate substantially all restrictive covenants contained in the indenture governing the notes.

Adoption of the proposed amendments requires consents from holders of a majority of the outstanding principal amount of notes.

Holders who tender their notes will be deemed to consent to the proposed amendments, and holders may not deliver consents to the amendments without tendering their notes.

The tender offer and consent solicitation are subject to a financing condition that Cott receives proceeds from its concurrent senior notes offering.

The initial settlement date is expected to follow the consent expiration and will be right after the financing condition is satisfied. The final settlement date is expected to be soon after the expiration time.

BofA Merrill Lynch (888 292-0070 or 980 388-3646) is the dealer manager and solicitation agent for the tender offer and consent solicitation, and D.F. King & Co., Inc. (800 848-3416 or 212 269-5550) is the information agent and depositary for the tender offer.

Cott is a beverage company based in Mississauga, Ont., and Tampa, Fla.

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