DS Services of America, Inc. Announces Receipt of Required Consents in its Consent Solicitation Relating to its Second-Priority Senior Secured Notes

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Dec 01, 2014, 10:15 ET

ATLANTA, Dec. 1, 2014 /PRNewswire/ -- DS Services of America, Inc. ("DS Services") announced today that it has received the Required Consents (as defined in the Consent Solicitation Statement) pursuant to its previously announced solicitation of consents (the "Consent Solicitation") from holders ("Holders") of its outstanding 10.000% Second-Priority Senior Secured Notes due 2021 (the "Notes") to approve amendments (the "Proposed Amendments") to the indenture governing the Notes. Subject to the conditions set forth in the Consent Solicitation Statement, DS Services will also (i) enter into an amendment and restatement of its existing collateral agreement and other related security documents and (ii) replace its existing intercreditor agreements with a new intercreditor agreement to incorporate the Proposed Amendments.

The Consent Solicitation was commenced upon the terms and subject to the conditions set forth in a consent solicitation statement, dated November 13, 2014, as amended by Amendment No. 1 to the Consent Solicitation Statement, dated November 25, 2014, as further amended by Amendment No. 2 to the Consent Solicitation Statement, dated December 1, 2014 (as the same may be amended or supplemented from time to time, the "Consent Solicitation Statement") and the accompanying consent letter, dated November 13, 2014, in connection with the previously announced merger (the "Merger") of Delivery Acquisition, Inc., a wholly-owned indirect subsidiary of Cott Corporation, a corporation organized under the laws of Canada ("Cott"), with and into DSS Group, Inc., the parent entity of DS Services ("Parent"), with Parent being the surviving corporation of the Merger. The Consent Solicitation expired at 5:00 p.m., New York City time, on December 1, 2014 (the "Expiration Time").

As reported by D.F. King & Co., Inc., the tabulation and information agent (in such capacity, the "Tabulation and Information Agent") and the paying agent (in such capacity, the "Paying Agent"), consents had been validly delivered and not revoked with respect to $349,291,000 aggregate principal amount of the Notes, representing 99.8% of the outstanding Notes, as of the Expiration Time. As a result, the Required Consents (as defined in the Consent Solicitation Statement) were obtained with respect to the Proposed Amendments described in the Consent Solicitation Statement. Subject to the terms and conditions described in the Consent Solicitation Statement, DS Services will make a total payment of $55.00 in cash for each $1,000 principal amount of Notes (the "Consent Payment") to each Holder as of the Expiration Time who delivered a valid Consent in respect of such Notes. The Consent Payment will be paid by Cott and affiliates of Crestview DSW Investors, L.P. to the Paying Agent, substantially simultaneously with the consummation of the Merger.

Barclays acted as Solicitation Agent in connection with the Consent Solicitation. Any persons with questions regarding the Consent Solicitation should contact Barclays toll free in the U.S. at (800) 438-3242 or collect at (212) 528-7581. D.F. King & Co., Inc. served as the Tabulation and Information Agent in connection with the Consent Solicitation, and may be reached by calling toll free in the U.S. at (866) 796-6869, or for banks and brokers at (212) 269-5550, or by email at [email protected]

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws. The Consent Solicitation was not made to Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not have been in compliance with the laws of such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws, including statements regarding the success of the Consent Solicitation, and other information and statements that are not historical fact. Forward-looking statements involve inherent risks and uncertainties and DS Services 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 are based on assumptions regarding 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. DS Services undertakes no obligation to update these statements as a result of new information or future events, except as required by law.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. DS Services 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.

About DS Services of America, Inc.

DS Services of America, Inc. is a national direct-to-consumer provider of bottled water, office coffee and water filtration services. DS Services offers a comprehensive portfolio of beverage products, equipment and supplies to approximately 1.5 million customers through its network of over 200 sales and distribution facilities and daily operation of over 2,100 routes. With one of the broadest distribution networks in the country, DS Services can provide service to approximately 90 percent of U.S. households and efficiently services homes and national, regional and local offices. DS Services is dedicated to achieving its mission of becoming America's favorite water, coffee and tea service provider where consumers live, work and play. Please visit our website www.water.com for more information about DS Services.

About Cott Corporation

Cott is one of the world's largest producers of beverages on behalf of retailers, brand owners and distributors. Cott produces multiple types of beverages in a variety of packaging formats and sizes, including carbonated soft drinks, 100% shelf stable juice and juice-based products, clear, still and sparkling flavored waters, energy drinks and shots, sports drinks, new age beverages, ready-to-drink teas, beverage concentrates, liquid enhancers, freezables and ready-to-drink alcoholic beverages, as well as hot chocolate, coffee, malt drinks, creamers/whiteners and cereals. Cott's large manufacturing footprint, substantial research and development capability and high-level of quality and customer service enables Cott to offer its customers a strong value-added proposition of low cost, high quality products. With over 4,000 employees, Cott operates manufacturing facilities in the United States, Canada, the United Kingdom and Mexico. Cott also develops and manufactures beverage concentrates which it exports to approximately 50 countries around the world.

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SOURCE DS Services of America, Inc.