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COTT CORP /CN/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits

June 25, 2014

Item 1.01 Entry into a Material Definitive Agreement

On June 10, 2014, Cott Corporation (the "Company"), its wholly owned subsidiary, Cott Beverages Inc. (the "Issuer"), and certain subsidiaries of the Company, as guarantors (the "Guarantors"), entered into a purchase agreement with certain initial purchasers named in Schedule I therein (the "Initial Purchasers) for a private placement offering of $525 million in aggregate principal amount of the Issuer's 5.375% senior notes due 2022 (the "New Notes"), as previously reported in the Company's Current Report on Form 8-K filed on June 11, 2014. On June 24, 2014, the Issuer closed the private offering of the New Notes. The net proceeds from the offering, after deducting the offering discount, Initial Purchasers' commissions and the estimated offering expenses payable by the Issuer, were approximately $517 million.

The New Notes are governed by an Indenture dated as of June 24, 2014 (the "2022 Indenture"), between the Company, the Issuer, certain subsidiary guarantors identified therein and Wells Fargo Bank, National Association, as trustee ("Wells Fargo"). A copy of the 2022 Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. A form of New Note (which is included in Exhibit A to the 2022 Indenture) is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The descriptions of the 2022 Indenture and of the New Notes in this Current Report on Form 8-K are summaries and are qualified in their entirety by the 2022 Indenture and the form of New Note, respectively.

The New Notes bear interest at a rate of 5.375% per year, payable semi-annually in arrears in cash on January and July 1 of each year, beginning on January 1, 2015. The New Notes will mature on July 1, 2022. Prior to July 1, 2017, the Issuer may redeem up to 40% of the aggregate principal amount of the New Notes with the proceeds of certain equity offerings at a redemption price of 105.375% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date. At any time prior to July 1, 2017, the Issuer may redeem some or all of the New Notes at a redemption price equal to the principal amount of the New Notes redeemed, plus any accrued and unpaid interest and additional interest, if any, to the date of redemption, plus a make-whole premium. The Issuer may redeem the New Notes at its option, in whole or in part, on or after July 1, 2017, at the redemption prices set forth below, in each case plus accrued and unpaid interest and additional interest, if any, to the applicable date of redemption, if redeemed during the twelve-month period beginning on July 1 of the year indicated below:

Year Percentage 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 and thereafter 100.000 %



If a change of control of the Company occurs, each holder shall have the right to require that the Issuer repurchase all or a portion of such holder's New Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase.

The New Notes and the guarantees are senior in right of payment to all of the Issuer's, the Company's and its guarantor subsidiaries' existing and future subordinated indebtedness. The New Notes rank equal in right of payment to all of the Issuer's and the Company's and its guarantor subsidiaries' other existing and future senior indebtedness, including indebtedness under the Company's asset based lending facility (the "ABL Facility"). The New Notes are effectively subordinated in right of payment to all of the Issuer's, the Company's and its guarantor subsidiaries' secured indebtedness to the extent of the value of the assets securing such indebtedness, including obligations under the ABL Facility, which are secured by substantially all of the assets of the Issuer, the Company and its guarantor subsidiaries.

The 2022 Indenture contains covenants that limit the Company's and certain of its subsidiaries' ability, subject to certain exceptions and qualifications, to (i) pay dividends or make distributions, repurchase equity securities, prepay subordinated debt or make certain investments, (ii) incur additional debt or issue certain disqualified stock or preferred stock, (iii) create or incur liens on assets, (iv) merge or consolidate with another company (applies to the Company and the Issuer only) or sell all or substantially all assets taken as a whole, (v) enter into transactions with affiliates and (vi) sell assets.

In addition, the 2022 Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the New Notes when due, failure to comply with covenants under the 2022 Indenture, failure to pay certain other indebtedness or acceleration of maturity of certain other indebtedness, failure to satisfy or discharge certain final judgments and occurrence of certain bankruptcy events. If an event of default occurs, the trustee or

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holders of at least 30% of the aggregate principal amount of the then outstanding New Notes may, among other things, declare the entire outstanding balance of principal of and interest on all outstanding New Notes to be immediately due and payable. If an event of default involving certain bankruptcy events occurs, payment of principal of and interest on the New Notes will be accelerated without the necessity of notice or any other any action on the part of any person.

The Issuer used a portion of the net proceeds from the offering of the New Notes to pay for the $295,929,000 million aggregate principal amount of the 8.125% senior notes due 2018 (the "2018 Notes") that have been validly tendered, and accepted for purchase, pursuant to the Issuer's previously announced cash tender offer and consent solicitation (the "Tender Offer"), along with the early tender premium, accrued interest and associated fees and expenses. The Issuer expects to use the remaining net proceeds from the offering of the New Notes to redeem any of the 2018 Notes that remain outstanding, to repay any outstanding loans under its ABL Facility, to pay related fees and expenses and for general corporate purposes.

In connection with the sale of the New Notes, the Issuer, the Company and its subsidiary guarantors entered into a registration rights agreement, dated as of June 24, 2014, with the Initial Purchasers (the "Registration Rights Agreement"). Under the Registration Rights Agreement, the Issuer, the Company and its subsidiary guarantors have agreed to file a registration statement with respect to an offer to exchange the New Notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, to cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than June 24, 2015. The Issuer, the . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

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Item 7.01 Regulation FD Disclosure

On June 24, 2014, the Issuer notified Wells Fargo, as successor trustee to HSBC Bank USA, National Association, under the 2018 Indenture, that the Issuer will, pursuant to the optional redemption provisions contained in Section 3 of the 2018 Indenture, redeem the 2018 Notes that remain outstanding following the Tender Offer on July 24, 2014 at a redemption price equal to 100% of the aggregate principal amount of the 2018 Notes to be redeemed, a make-whole premium, and accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

On June 24, 2014, the Company issued a press release announcing the closing of the offering of the New Notes, the results to date of the Tender Offer and the notice of intent to redeem the remaining outstanding 2018 Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 4.1 Indenture dated as of June 24, 2014, governing the 5.375% Senior Notes due 2022, by and among the Issuer, the Company, the guarantors identified therein and Wells Fargo. 4.2 Form of 5.375% Senior Note due 2022 (included as Exhibit A to Exhibit 4.1). 4.3 Registration Rights Agreement, dated as of June 24, 2014, among the Issuer, the Company, the guarantors identified therein and the Initial Purchasers named in Schedule 2 thereto. 4.4 Supplemental Indenture, dated as of June 24, 2014, governing the 8.125% Senior Notes due 2018, by and among the Issuer, the Company, the guarantors identified therein and Wells Fargo, as successor trustee to HSBC Bank USA, National Association. 99.1 Press Release dated June 24, 2014 regarding the closing of the New Notes, results to date of the Tender Offer and the notice of intent to redeem the remaining outstanding 2018 Notes.



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