UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2005
COTT CORPORATION
(Exact name of registrant as specified in its charter)
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| CANADA
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000-19914
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None |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 207 Queen’s Quay West, Suite 340, Toronto, Ontario
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M5J 1A7 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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(416) 203-3898 |
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N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2005, Cott Corporation (the “Company”) announced that its
U.K. subsidiary, Cott Beverages Limited (“CBL”) had acquired 100% of the shares of Macaw (Holdings) Limited (“Holdings”), the parent company of
Macaw (Soft Drinks) Limited (“Soft Drinks”, and together with Holdings,
“Macaw”), a manufacturer of, among other types of beverages, retailer
brand carbonated soft drinks.
CBL acquired all of the shares of Holdings pursuant to that certain
Agreement dated August 10, 2005, between Andrew Cawthray and such other
parties specified therein, Martyn Rose and CBL, which is filed as Exhibit
2.1 to this Form 8-K and is incorporated herein by reference. The
purchase price of £75.7 million (approximately $135 million) was paid in
cash and was funded through the Company’s existing global credit facility
with Wachovia Bank, National Association and other lenders.
In connection with the acquisition of Macaw, the Company and certain of
its subsidiaries entered into a First Amendment, Joinder and Consent
Agreement to its existing credit facility, which is discussed more fully
in Item 2.03 of this Form 8-K and incorporated herein by reference.
Concurrently, certain subsidiaries of the Company that were not previously
guarantors of the Cott Beverages Inc. Indenture, dated December 21, 2001,
with HSBC Bank USA, National Association as Trustee, signed supplemental
indentures to join them as additional guarantors.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 10, 2005, CBL acquired 100% of the shares of Holdings from
Andrew Cawthray and the other shareholders of Holdings. Please see the
information in Item 1.01 of this Form 8-K, which information is
incorporated by reference into this Item 2.01 as if fully set forth
herein, regarding the Agreement pursuant to which CBL acquired the shares.
The Agreement is filed as Exhibit 2.1 to this Form 8-K and is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On August 10, 2005, the Company, Cott Beverages Inc., CBL, Soft Drinks
(collectively the “Multicurrency Borrowers”), Cott Embotelladores de
Mexico, S.A. de C.V. (the “Mexican Borrower,” together with the
Multicurrency Borrowers, the “Borrowers”), certain subsidiaries of the
Company, the Lenders specified therein (the “Lenders”), and Wachovia Bank,
National Association, as Administrative Agent and Trustee (the
“Administrative Agent”), entered into that certain First Amendment,
Joinder, and Consent Agreement (the “First Amendment”) to the Credit
Agreement dated as of March 31, 2005 (the “Credit Agreement”) by and among
certain Borrowers, the Lenders and the Administrative Agent and to the
Mexican Loan Agreement dated as of March 31, 2005 (together with the
Credit Agreement, the “Financing Agreements”) by and among the Mexican
Borrower, the Company, the Mexican Lenders party thereto, the
Administrative Agent and HSBC Mexico, S.A., Institution de Banca Multiple,
Grupo Financiero HSBC. Among other things, the First Amendment (a)
modified the Financing Agreements to increase the Lenders’ revolving
commitments from $100 million to $225 million and to
increase the maximum facility amount (including a $125 million uncommitted
portion) from $250 million to $350 million, (b) permitted the acquisition
of Macaw, (c) deemed the consideration paid to acquire Macaw not to use
the permitted acquisition basket, and (d) joined Soft Drinks as a
borrower under the facilities, and Holdings as a guarantor of the
facilities. The First Amendment is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Agreement Relating to the Sale and Purchase of the Whole
of the Issued Share Capital of Macaw (Holdings) Limited, dated August
10, 2005, between Andrew Cawthray and Others and Martyn Rose and Cott
Beverages Limited. |
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| 10.1 |
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First Amendment, Consent and Joinder Agreement, dated
August 10, 2005, by and among Cott Corporation, Cott Beverages Inc.,
Cott Beverages Limited, Macaw (Soft Drinks) Limited, Cott
Embotelladores de Mexico, S.A. de C.V., certain Cott Corporation
subsidiaries, the Lenders specified therein and Wachovia Bank,
National Association. |
+ In accordance with Item 601(b)(2) of Regulation S-K, certain schedules to this exhibit have been
omitted and a list briefly describing those schedules is contained in the exhibit. The Company
will furnish a copy of any omitted schedule to the Commission upon request.