Item 1.01
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Entry into a Material Definitive Agreement
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Share Purchase Agreement
On June 7, 2016, Carbon Acquisition Co B.V. (the Purchaser), a private company with limited liability incorporated under the laws of the
Netherlands and a wholly owned subsidiary of Cott Corporation (the Company), entered into a Share Purchase Agreement (the Share Purchase Agreement) with Hydra Luxembourg Holdings S.à.r.l., a private limited liability
company incorporated in Luxembourg (the Seller). Pursuant to the Share Purchase Agreement, the Purchaser will purchase the sole issued and outstanding share capital of Hydra Dutch Holdings 1 B.V. (Hydra) for 470 million
subject to customary adjustments for cash, debt, working capital and other items (the Acquisition). The Company has guaranteed the performance of the Purchasers obligations under the Share Purchase Agreement. Neither Hydra nor the
Seller has a material relationship with the Company and the Acquisition will not be an affiliated transaction. Hydra is the indirect parent company of Eden Springs Europe B.V., a leading provider of water and coffee solutions in Europe.
The Share Purchase Agreement contains warranties, covenants and conditions that the Company believes are customary for a transaction of this size and type.
The closing of the Acquisition is subject to satisfaction of certain conditions, including receipt of required antitrust approvals, but is not subject to any financing condition.
The Share Purchase Agreement is subject to termination if the conditions are not satisfied on or before October 31, 2016, or such later date as the
parties may agree.
Credit Agreement Amendment
On
June 7, 2016, the Company entered into a seventh amendment (the Credit Agreement Amendment) to the Credit Agreement, dated as of August 17, 2010, as amended, among the Company, Cott Beverages Inc., Cliffstar LLC, Cott Beverages Limited
and DS Services of America, Inc., as borrowers, the other loan parties party thereto, the lenders party thereto (Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto. The Credit Agreement Amendment,
among other things, amends the Companys asset-based lending (ABL) facility to permit (i) the Acquisition; (ii) a new debt issuance to finance the Acquisition, (iii) the sale and leaseback of certain property located in the United
Kingdom and (iv) certain other miscellaneous and technical changes.
Certain of the Lenders and other parties to the Credit Agreement Amendment and their
affiliates from time to time may provide other lending, commercial banking, underwriting, investment banking, or other advisory services to the Company and its subsidiaries, for which they receive customary compensation.
The foregoing are summaries of the terms of the Share Purchase Agreement and the Credit Agreement Amendment, and are qualified in their entirety by reference
to the full text of the Share Purchase Agreement and the Credit Agreement Amendment, copies of which are attached as Exhibit 2.1 and Exhibit 10.1 hereto, respectively, and are incorporated by reference herein.