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): July 7, 2010

 

 

Cott Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Canada   001-31410   98-0154711

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

 

 

6525 Viscount Road

Mississauga, Ontario, Canada

  L4V1H6

5519 West Idlewild Avenue

Tampa, Florida, United States

  33634
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   (905) 672-1900
  (813) 313-1800

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 1.01     Material Definitive Agreement

On July 7, 2010, Cott Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cliffstar Corporation (“Cliffstar”) to acquire substantially all of the assets and liabilities of Cliffstar and its affiliated companies. Cliffstar, a privately-held corporation headquartered in Dunkirk, New York, manufactures, sells and distributes non-alcoholic beverages, primarily private label shelf-stable juices.

The purchase price is $500 million in cash, payable at closing, subject to adjustment for working capital and other items. Cliffstar is entitled to additional contingent earnout consideration of up to a maximum of $55 million, based upon the achievement of certain performance measures during the fiscal year ending January 1, 2011 as well as the successful completion of certain expansion projects in 2010. Cliffstar is also entitled to $14 million of deferred consideration which will be paid over a three-year period.

The Company intends to finance the transaction by a combination of new debt issuance of up to $375 million, new common equity issuance of up to $95 million, and incremental borrowings under the Company’s asset based lending (“ABL”) facility of $75 million. The Company expects to amend the ABL facility in connection with the transaction to increase the amount of borrowings available thereunder.

The Purchase Agreement contains representations, warranties, covenants and conditions that the Company believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations. The closing of the transaction is subject to receipt of financing and other customary conditions, including receipt of required regulatory approvals. The transaction is expected to close in the third quarter of 2010. The Purchase Agreement is subject to termination if the transaction is not completed within 120 days of execution (the “End Date”). Either party may elect to extend the End Date 90 days if the required regulatory approvals are not received by the End Date.

 

Item 2.02.     Results of Operations and Financial Condition

On July 7, 2010, the Company issued a press release announcing the execution of the Purchase Agreement and announcing its 2010 second quarter estimates for filled beverage volume (8 ounce equivalents), revenue and operating income. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 7.01     Regulation FD Disclosure

See “Item 2.02. Results of Operations and Financial Condition” above.

In addition, the Company provided supplemental information regarding Cliffstar and the acquisition in connection with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number        

  

Description

  99.1

   Press Release dated July 7, 2010.

  99.2

   Investor Presentation dated July 8, 2010.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Cott Corporation
    (Registrant)

July 7, 2010

 

    By:   /s/ Marni Morgan Poe                
      Marni Morgan Poe
      Vice President, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
Number            

 

Description

 99.1

  Press Release dated July 7, 2010.

 99.2

  Investor Presentation dated July 8, 2010.

Exhibit 99.1

LOGO

 

CONTACT:

Kimball Chapman

Investor Relations

Tel: (813) 313-1840

investor.relations@cott.com

COTT CORPORATION ANNOUNCES BUSINESS

COMBINATION WITH CLIFFSTAR CORPORATION

 

   

Combines the #1 private label carbonated soft drink and #1 private label juice manufacturers

   

Creates a larger, more balanced business for Cott with a diversified and complementary portfolio

   

Attractive purchase multiple of 4.9x Adjusted EBITDA (inclusive of tax benefits and based on pro forma run-rate cost synergies)

   

Transaction is expected to be accretive on a cash basis in 2011

TORONTO, ON and TAMPA, FL – July 7, 2010 — Cott Corporation (NYSE:COT; TSX:BCB) announced today that it has signed a definitive agreement to acquire privately-held Cliffstar Corporation, the leading private label manufacturer of shelf stable juices, for cash consideration of $500 million, payable at closing, and subject to adjustments for working capital and other items.

In addition to the $500 million due at signing, Cliffstar is entitled to $14 million of deferred consideration, which will be paid over a three-year period. Cliffstar is also entitled to an additional contingent earnout consideration of up to a maximum of $55 million, based upon the achievement of certain performance measures during the fiscal year ending January 1, 2011 as well as the successful completion of certain expansion projects in 2010. Cott expects to receive a significant cash tax benefit generated from the deduction of the step-up in tax basis resulting from the acquisition of Cliffstar’s assets. The net present value of this cash tax benefit is estimated to be approximately $75 million. The closing of the transaction is subject to receipt of financing and other customary conditions, including receipt of required regulatory approvals.

“As the clear leader in private label shelf-stable juice, Cliffstar is an ideal partner for Cott as we strengthen our position in private label beverages,” said Jerry Fowden, Chief Executive Officer of Cott. “A combination with Cliffstar expands Cott’s product portfolio and manufacturing capabilities, enhances our customer offering and growth prospects, and improves our strategic platform for the future. Combined with Cliffstar, Cott will be a more diversified company with long-term advantages for our shareowners and retailer partners.”

 

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“In Cott, we have found the right long-term strategic partner for Cliffstar,” said Stanley Star, Chairman of the Board and co-founder of Cliffstar. “Cott, like Cliffstar, has a long history of private label excellence and quality as well as close partnerships with its customers and suppliers. In addition to a strong position in juice and various new age growth segments, Cliffstar brings expertise in juice ingredients, processing and bottling that are complementary to Cott’s strengths in carbonated soft drinks. I believe the combination will be beneficial for Cliffstar’s employees, customers and suppliers into the future.”

“We expect the combination with Cliffstar to be accretive to our shareholders on a cash basis,” added Fowden. “In addition to strategic and operational upsides, the transaction is expected to generate significant tax benefits and synergies. Adjusting for these factors, we believe the purchase price is favorable relative to comparable transactions. This transaction will transform Cott into a multi-category beverage producer which we believe will benefit our customers and create value for our shareholders.”

Founded in 1970, Cliffstar, a privately-owned corporation headquartered in Dunkirk, New York, is one of the leading suppliers of private label beverages and the largest private label producer of apple juice, grape juice, cranberry juice and juice-blends in North America. With $654 million trailing 12 month revenue, Cliffstar operates eleven facilities in the United States, including five bottling and distribution operations, three fruit processing facilities, two fruit receiving stations and one storage facility, and has approximately 1,200 employees.

Financial Terms

The $500 million payable at closing and $25 million in anticipated transaction costs are expected to be funded by a combination of new debt issuance of up to $375 million, new common equity issuance of up to $95 million, and incremental borrowings under Cott’s asset based lending facility of $75 million. The specific amount of new debt and equity will be determined at the time of issuance. Cott expects to amend its asset based lending facility in connection with the transaction to increase the amount of borrowings available under such facility. Both the financing and the acquisition transactions are expected to close in the third quarter of 2010.

Expected Benefits of the Transaction

The combination with Cliffstar is expected to result in:

 

   

A larger, more balanced business with a diversified and complementary portfolio across many categories of private label beverages, better positioning Cott for future growth.

 

   

A broader portfolio with increased innovation capabilities and high service levels as a combined supplier across multiple beverage categories, including carbonated soft drinks, juices, and waters, as well as new age beverages

 

2


LOGO

 

 

such as enhanced waters, and natural fruit beverages. The combination provides an attractive single-stop solution to the private label beverage needs of our retailer partners.

 

   

Total identified cost synergies of $20 million on an annualized basis ($14 million of which are expected to be realized in 2011). The synergies are comprised of realization of economies of scale and the optimization of administrative and operational groups.

 

   

Additional (and incremental to the above synergies) longer-term opportunities for further savings and growth within a combined customer base through leveraging of existing customer relationships and sales into new beverage categories.

 

   

A significant cash tax benefit generated from the deduction of the step-up in tax basis resulting from the acquisition of Cliffstar’s assets. The net present value of this cash tax benefit is estimated to be approximately $75 million.

 

   

Pro forma trailing 12 month revenue (ended Q1 2010) on a combined basis in North America of $1.8 billion and pro forma global consolidated trailing 12 month revenue of $2.3 billion and Adjusted EBITDA of $246 million, or $260 million inclusive of 2011 synergies, but before transaction-related costs and after adjusting for certain items (See attached reconciliation of GAAP operating income to non-GAAP Adjusted EBITDA).

 

   

Transaction expected to be accretive on a cash basis from year one (cash basis accretion excludes the one-time expenses related to the transaction and the impact of non-cash items such as the amortization of intangibles after the transaction).

Cott Q2 2010 Estimates

Cott provided the following estimates of key financial metrics regarding its estimated consolidated Q2 2010 results on a stand-alone basis:

 

   

Filled beverage volume of 207 million cases (8oz equivalents)

 

   

Consolidated revenue of $426 million

 

   

Operating income of $37 million

Cott clarified that the foregoing Q2 estimates are preliminary and actual results could vary by up to 2-3% in either direction for revenue and volume, and up to $2-3 million in either direction for operating income.

“Overall I am pleased with the preliminary results of our second quarter performance, given the quarter saw a significant increase in much-publicized

 

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LOGO

 

national brand promotional activity,” commented Fowden. “While we would not typically comment in advance of final results, we hope these estimates are helpful in evaluating the business combination with Cliffstar.”

Deutsche Bank Securities Inc. acted as financial advisor to Cott on the Cliffstar transaction. Drinker Biddle & Reath LLP acted as legal advisor.

Morgan Stanley acted as financial advisor to Cliffstar on the transaction. Skadden, Arps, Slate, Meagher & Flom LLP and Lippes Mathias Wexler Friedman LLP acted as legal advisors.

Conference Call

Cott Corporation will host a conference call today, July 8, 2010, at 9:00 a.m. ET, to discuss the announcement, which can be accessed as follows:

North America: (877) 407-8031

International: (201) 689-8031

A live audio webcast will be available through Cott’s website at http://www.cott.com . The call will be recorded and archived for playback on the investor relations section of the website for a period of two weeks following the event.

Supplemental information regarding the proposed acquisition of Cliffstar is available on the financial reports section of the Company’s investor relations website at http://www.cott.com/investors

About Cott Corporation

Cott Corporation (“Cott” or the “Company”) is one of the world’s largest non-alcoholic beverage companies and the world’s largest retailer brand soft drink company. With approximately 2,800 employees, the Company operates bottling facilities in the United States, Canada, the United Kingdom and Mexico. Cott markets non-alcoholic beverage concentrates in over 50 countries around the world.

Website: www.cott.com

Non-GAAP Measures

Cott routinely supplements its reporting of earnings before interest, taxes, depreciation & amortization in accordance with GAAP by excluding the impact of certain items to separate the impact of these items from underlying business results. Since the Company uses these adjusted financial results in the management of its business, management believes this supplemental information, including on a pro forma basis, is useful to investors for their independent evaluation and understanding of the transaction with Cliffstar. The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, the Company’s financial statements prepared in accordance with GAAP. In addition, the non-GAAP financial measures included in this announcement reflect management’s judgment of particular items,

 

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LOGO

 

and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies.

Safe Harbor Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and 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 contained in this press release include, but are not limited to, statements related to the Company’s anticipated second quarter 2010 volumes, revenues and operating income, the anticipated timing of the transaction, the completion of the transaction on the terms proposed, the financing of the transaction on terms currently anticipated, and the potential impact the acquisition will have on the Company. The forward-looking statements are based on assumptions regarding the timing of receipt of the necessary financing and approvals, the time necessary to satisfy the conditions to the closing of the transaction, and management’s 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 press release include, among others: (1) the ability to obtain financing and consummate the proposed transaction; (2) receipt of regulatory approvals without unexpected delays or conditions; (3) changes in estimates of future earnings and cash flows; (4) changes in expectations as to the closing of the transaction; (5) expected synergies and cost savings are not achieved or achieved at a slower pace than expected; (6) integration problems, delays or other related costs; (7) retention of customers and suppliers; (8) the cost of capital necessary to finance the transaction; and (9) unanticipated changes in laws, regulations, or other industry standards affecting the companies.

The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on these 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 Company’s Annual Report on Form 10-K for the year ended January 2, 2010 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. The Company does not, except as expressly required by applicable law, undertake to update or revise any of these statements in light of new information or future events.

 

5


LOGO

 

COTT CORPORATION PRO FORMA

NON-GAAP EARNINGS

BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION (EBITDA)

(in millions of U.S. dollars)

   EXHIBIT 1

 

Unaudited               
     Cott
    Corporation    
   Cliffstar
    Corporation    
       For the 12 Months Ended    
April 3, 2010

Net income (loss)

   $73.1      $82.7      $155.8  

Interest expense, net

   28.3      3.5      31.8  

Income tax (benefit)

   (12.2)     0.0      (12.2) 

Depreciation and amortization

   65.1      13.9      79.0  

Net income attributable to non-controlling interests

   4.9      0.0      4.9  
              

EBITDA

   159      100      259  

Adjustments to EBITDA

        

Restructuring

   (0.2)     0.0      (0.2) 

Asset Impairments

   3.5      0.0      3.5  

Other expense (loss on buyback of notes)

   3.3      0.0      3.3  

Inventory adjustments

   0.0      (21.7)     (21.7) 

Incentive adjustment

   0.0      2.0      2.0  
              

Adjusted EBITDA

   $166      $80      $246  
              

 

 

 

 

 

 

6

July 8, 2010
Business
Combination with
Cliffstar
Corporation
Transaction Summary
Exhibit 99.2


2
Forward Looking Statements
This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management’s expectations as to the future based
on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve inherent risks
and uncertainties and 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 contained in this presentation include, but are not
limited to, statements related to the Company’s anticipated second quarter 2010 volumes, revenues and operating income, the anticipated
timing of the transaction, the completion of the transaction on the terms proposed, the financing of the transaction on terms currently
anticipated, and the potential impact the acquisition will have on the Company. The forward-looking statements are based on assumptions
regarding the timing of receipt of the necessary financing and approvals, the time necessary to satisfy the conditions to the closing of the
transaction, and management’s 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 presentation include, among others: (1) the ability to
consummate the proposed transaction; (2) receipt of regulatory approvals without unexpected delays or conditions; (3) changes in
estimates of future earnings and cash flows; (4) changes in expectations as to the closing of the transaction; (5) expected synergies and
cost savings are not achieved or achieved at a slower pace than expected; (6) integration problems, delays or other related costs; (7)
retention of customers and suppliers; (8) the cost of capital necessary to finance the transaction; and (9) unanticipated changes in laws,
regulations, or other industry standards affecting the companies.  
The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on these 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 Company’s press release issued on July  7, 2010, the Company’s Annual Report on Form 10-K for
the year ended January 2, 2010 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities
commissions.  The Company does not, except as expressly required by applicable law, undertake to update or revise any of these
statements in light of new information or future events.


3
Non-GAAP Measures
Cott routinely supplements its reporting of earnings before interest, taxes, depreciation &
amortization in accordance with GAAP by excluding the impact of certain items to separate the
impact of these items from underlying business results. Since the Company uses these
adjusted financial results in the management of its business, management believes this
supplemental information, including on a pro forma basis, is useful to investors for their
independent
evaluation
and
understanding
of
the
transaction
with
Cliffstar.
The
non-GAAP
financial measures described above are in addition to, and not meant to be considered superior
to, or a substitute for, the Company's financial statements prepared in accordance with GAAP.
In addition, the non-GAAP financial measures included in this presentation reflect
management's judgment of particular items, and may be different from, and therefore may not
be comparable to, similarly titled measures reported by other companies.
This presentation, including the reconciliation of non-GAAP to GAAP measures, will appear on
our website at www.cott.com.


4
Transaction Overview
Combination creates #1 private label soft drink manufacturer with LTM 4/3/10 combined revenue of $2.3 billion
and combined Adjusted EBITDA of $246 million (or $260 million including 2011 synergies)
Cott
LTM
4/3/10
revenue
of
$1.6
billion,
net
income
of
$73.1
million
and
Adjusted
EBITDA
of
$166
million
Cliffstar
LTM
4/3/10
revenue
of
$654
million,
net
income
of
$82.7
million
and
Adjusted
EBITDA
of
$80
million
Combined North America LTM 4/3/10 revenue of $1.8 billion
Purchase price to include $500 million cash at close and up to $69 million in deferred / performance related
consideration:
Earn-out consideration of up to $55 million based on completing capital expansion plans and achieving
2010
EBITDA
targets;
and
$14
million
deferred
consideration
paid
over
3
years
Attractive multiple of 7.1x LTM Adjusted EBITDA, or 4.9x inclusive of significant tax and run-rate cost
synergy benefits
Estimated to be accretive on a cash basis in 2011
Financing, including fees and expenses, at close expected to consist of:
New debt issuance of up to $375 million, issuance of up to $95 million of equity, and incremental draw on
existing asset based lending facility (will obtain amendment).  Deferred consideration and earn-out funded
via future cash flow
Targeting pro forma net debt leverage of approximately 3.0x and pro forma interest coverage of 
approximately 4.0x with priority on cash flow / net debt reduction post transaction
Target closing in Q3 2010


5
Multiple Beneficial Aspects to Combination
Broader & more diversified beverage supplier with enhanced scale
Entry into more attractive category / competitive dynamics
Enhanced access to growth segments
Unique private label platform with strong geographic footprint and
logistics capabilities
Stronger and more stable cash flow
Attractive acquisition price with significant tax & synergy benefits


6
Transaction Transforms Cott
into a Broader
& More Diversified Beverage Supplier
(a)
Pro
forma
Functional
/
New
Age
includes
Cliffstar’s
Thirst
Quenchers
and
Flavored
Water
products
and
Cott’s
RTD
Tea,
Sports,
and
Energy
products
(b)
Pro
forma
Juice
/
Juice
drinks
include
Cliffstar’s
Apple,
Cranberry,
Cranblends,
Grape
and
other
fruit
juices
and
Cott’s
juice
drinks
(UK)
Cott
standalone
product breakdown
Cliffstar
standalone
product breakdown
Pro forma
product breakdown
LTM 4/3/10 Revenue:
$1,593 million
LTM 4/3/10 Revenue:
$654 million
Pro forma revenue:
$2,246 million
CSDS
61%
Waters
20%
Energy
6%
Tea
1%
Sports
1%
Juice drinks
(UK only)
11%
CSDs
43%
Juice / Juice
drinks (b)
36%
Functional /
New Age (a)
7%
Waters
14%
Flavored
waters
1%
Other fruit
juices
24%
Thirst
quenchers
3%
Cranberry,
cranblends
&
grape
42%
Apple
30%


7
Private Label
10%
Other
90%
Others
93%
Private Label
7%
Private Label
9%
Others
91%
Private Label
13%
Other
87%
Provides Entry into Juice –
More Attractive
Category Dynamics
U.S. CSD value sales
U.S. Juice / Juice drink value sales
Source:  Euromonitor, OC&C analysis
U.S. CSD volume sales
U.S. Juice / Juice drink volume sales
Juice category is fragmented
with 12 companies controlling
~70% of value sales
Significant role by co-ops
No player greater than
15%
Juice is a more attractive
category for PL penetration
Higher loyalty to brands in
CSDs
vs. Juices
Apple is 17.5% share
of juice with 42.5% PL
penetration
CSDs
are a challenging market
Top 2 players control
~70% of value sales
Top 3 players control
~85% of value sales
National brands have
disproportionate pricing
power
Total: $38.8 billion
Total: $15.7 billion
Total volume: 36.4 billion liters
Total volume: 8.7 billion liters
Note: Represents U.S. off-trade market data.


8
CSD
42%
Other 3%
Bottled water
20%
Functional
drinks 14%
RTD tea 4%
Juice 17%
Provides Enhanced Capability to Access
Higher Growth Beverage Segments
Juice
is
a
more
stable
category
than
CSDs
with
better
growth profile
Growth in low-sugar, functional and super fruit as
consumers switch from high sugar options
Cliffstar
offers growing position in higher growth beverage
segments
Complementary to core juice business
Proven ability for innovation in product mix, packaging,
etc.
Share growth within the category
Fortified drinks, enhanced water, RTD teas and sports
drinks to see increased buy-in for PL as category continues
to grow
Cliffstar
establishing leadership position in PL
Note: Category value size based on 2009 U.S. off-trade market
Source: Company Information, Euromonitor, Nielsen, Mintel, Beverage Digest, OC&C analysis
Total: $91.4 billion
Beverage category value sales


9
Attractive Financial Impact
CASH
GENERATION
Combined
entity
is
projected
to
generate
significant
cash
flow
Focused on using ongoing cash generation to reduce debt
SYNERGIES
Anticipated cost synergies of approximately $20 million with an associated cost of up to $15 million
over three years
Savings in overheads, procurement and opportunities to cross-sell to customers
Additional long-term synergies & cross-selling opportunities possible
EFFICIENT
STRUCTURE
Asset purchase structure allows for 338(h)(10) treatment and tax savings
Tax
deduction
for
15
years
with
present
value
of approximately $75 million
ATTRACTIVE
VALUATION
MULTIPLE
Adjusted EBITDA multiples attractive
Purchase multiple 7.1x  Cliffstar’s
Adjusted EBITDA
Adjusted EBITDA multiple of 4.9x (inclusive of tax benefit and cost synergies)
Conservative adjustments made to Cliffstar
base EBITDA given 2009/10 margin improvement
VALUE CREATION
Strategic combination
Increases Cott’s
scale, relevance to retailers and balances portfolio mix
Expected to result in increases in top line and EBITDA sustainability
Estimated to be accretive on a cash basis in 2011 (excludes non cash amortization)


10
Breakdown of Base Case SG&A and Procurement Savings of
$20 million Plus Potential Additional Cost Synergy and Cross-
sell Opportunities
Identified Synergies
Synergy
Anticipated
Phasing
Private Company Expenses
$7 million
Day 1
SG&A
$5 million
2011 – 2013
Procurement
$8 million
2011 – 2013
Total Identified Run-Rate Synergies
$20 m illion
Synergies Expected to be Achieved in 2011
$14 m illion
Potential Longer-Term Synergies
2013 – 2015
SGA and Procurement
Other Cost Savings/Operating Efficiencies 
Cross-Selling  


11
Cliffstar: Leader in Retailer Brand Ambient
Juice
Business Description
Leading private manufacturer of shelf-stable juices in North America
Largest producer of apple juice in North America
Greater than 50% market share of retailer brand shelf-stable juice
National footprint with 11 manufacturing, storage and fruit processing facilities (highly
complementary to Cott’s existing 10 U.S. plants)
Approximately 1,200 non-unionized employees
Vertically integrated (fruit processing and production)
Headquartered: Dunkirk, NY / Founded: 1970
Leading market position in shelf-stable juice category
Strong customer relationships
#1 Apple juice
#1 Cranberry and Cranblend
#1 Grape juice
Leader in functional beverages
First to market in category; recognized innovator


12
Strong Combined Geographic Footprint in
the U.S.
State-of-the-art
manufacturing and
bottling/storage facilities
Cold and hot fill capacity
with proven ability to
innovate
Significant distribution
and logistics system in
place
Fontana
Fredonia
Greer
Joplin
Walla Walla
Warrens
East
Freetown
North East PA
Blairsville
Columbus
Concordville
San Antonio
Sikeston
St Louis
Tampa
Wilson
San Bernardino
Ft Worth
Cliffstar
Cott
Brocton
Dunkirk
Highlights
Note: Cliffstar
has both a production and fruit processing facility at Dunkirk


13
Cott Q2 2010 Estimates
Cott provided the following estimates of key financial metrics regarding its estimated
consolidated Q2 2010 results on a stand-alone basis:
Filled beverage volume of 207 million cases (8oz equivalents)
Consolidated revenue of $426 million
Operating income of $37 million
Cott clarified that the foregoing Q2 estimates are preliminary and actual results could
vary by up to 2-3% in either direction for revenue and volume, and up to $2-3 million
in either direction for operating income.


14
Non-GAAP Reconciliation
COTT CORPORATION PRO FORMA
EXHIBIT 1
NON-GAAP EARNINGS
BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION (EBITDA)
(in millions of U.S. dollars)
Unaudited
Cott
Cliffstar
For the 12 Months Ended
Corporation
Corporation
April 3, 2010
Net income (loss)
$73.1
$82.7
$155.8
Interest expense, net
28.3
3.5
31.8
Income tax (benefit)
(12.2)
0.0
(12.2)
Depreciation and amortization
65.1
13.9
79.0
Net income attributable to non-controlling interests
4.9
0.0
4.9
EBITDA
159
100
259
Adjustments to EBITDA
Restructuring
(0.2)
0.0
(0.2)
Asset Impairments
3.5
0.0
3.5
Other expense (loss on buyback of notes)
3.3
0.0
3.3
Inventory adjustments
0.0
(21.7)
(21.7)
Incentive adjustment
0.0
2.0
2.0
Adjusted EBITDA
$166
$80
$246