Cott Corporation’s Acquisition of Primo Water Corporation

Goodmans LLP provided legal counsel to Cott. K&L Gates LLP provided legal counsel to Primo. Ropes & Gray advised Deutsche Bank in connection with its role as financial advisor to Cott Corporation.

Cott Corporation (NYSE:COT; TSX:BCB) has entered into a definitive agreement pursuant to which Cott will acquire Primo Water Corporation (Nasdaq:PRMW) for $14.00 per share payable in cash and stock (or a combination thereof) at the election of Primo’s stockholders, subject to the terms of the merger agreement. The transaction, which values Primo at approximately $775 million, was unanimously approved by both the Cott and Primo Boards of Directors.

The combination of Cott and Primo, along with the recent announcement of Cott’s evaluation of certain strategic alternatives for its S&D Coffee and Tea business, including a sale of S&D, will transition Cott into a pure-play water company.

Cott will pay a total of approximately $216 million in cash to Primo stockholders, funded with the proceeds of a new term debt issuance or proceeds from the sale of S&D Coffee and Tea, and issue approximately 26.8 million new shares to Primo stockholders. Cott has obtained financing commitments of up to $400 million from an affiliate of Deutsche Bank Securities Inc. to support the payment of the acquisition price and the refinancing of Primo’s debt.

Cott is a water, coffee, tea, extracts and filtration service company with a leading volume-based national presence in the North American and European home and office delivery industry for bottled water, and a leader in custom coffee roasting, iced tea blending, and extract solutions for the U.S. foodservice industry.

Primo is a leading provider of water dispensers, purified bottled water, and self-service refill drinking water in the U.S. and Canada.

Deutsche Bank Securities Inc. acted as financial advisor to Cott and Drinker Biddle & Reath LLP, and Goldman Sachs acted as financial advisor to Primo.

The Ropes & Gray team that advised Deutsche Bank was led by John Sorkin (New York; Picture).

Involved fees earner: John Sorkin – Ropes & Gray;

Law Firms: Ropes & Gray;

Clients: Deutsche Bank;

Author: Ambrogio Visconti