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Subsequent Events
 12 Months Ended
Dec. 28, 2019
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On January 13, 2020, Cott entered into an Agreement and Plan of Merger with Cott Holdings Inc., a wholly-owned subsidiary of Cott (“Holdings”), Fore Merger LLC, a wholly-owned subsidiary of Holdings (“Merger Sub”), Fore Acquisition Corporation, a wholly-owned subsidiary of Merger Sub (the “Primo Purchaser”), and Primo Water Corporation (“Primo”), pursuant to which, on January 28, 2020, the Primo Purchaser commenced an exchange offer to purchase all of the outstanding shares of common stock of Primo, par value $0.001 per share, in exchange for, at the election of the Primo’s stockholders, (i) $14.00 in cash, (ii) 1.0229 Cott common shares, no par value per share, plus cash in lieu of any fractional Cott common shares, or (iii) $5.04 in cash and 0.6549 Cott common shares (the “Offer”). As soon as practicable following the consummation of the Offer, the Primo Purchaser intends to acquire any remaining Primo shares by a merger of the Primo Purchaser with and into Primo (the “First Merger”), with Primo surviving the First Merger as a wholly-owned subsidiary of Merger Sub. Immediately following the First Merger, Primo intends to merge with and into Merger Sub, with Merger Sub being the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). Cott expects to issue an aggregate of up to 26,825,842 shares of its common stock in the Offer and the Mergers (collectively, the “Primo Acquisition”). The estimated aggregate consideration to be paid in the Primo Acquisition is approximately $775 million and includes approximately $216 million to be paid in cash, $367 million of Cott common shares and $192 million of cash paid to retire outstanding indebtedness on behalf of Primo. The actual aggregate consideration will be calculated upon closing of the Primo Acquisition based on the closing price of Cott common shares as of that date and actual outstanding indebtedness. The Primo Acquisition is expected to close in the first quarter of 2020, subject to satisfaction of certain conditions to the Offer and the First Merger.
On January 30, 2020, Cott entered into a Stock Purchase Agreement with Holdings, S&D, and Westrock Coffee Company, LLC, a Delaware limited liability company (“Purchaser”), pursuant to which Purchaser will acquire all of the issued and outstanding equity of S&D from Holdings (the “S&D Disposition”). The aggregate deal consideration is $405 million, payable at closing in cash, subject to adjustments for indebtedness, working capital, and cash. The S&D Disposition met the held for sale criteria in the first quarter of fiscal year 2020 and, because it represents a strategic shift that will have a major effect on Cott’s operations and financial results, will be reported in discontinued operations. The S&D Disposition is expected to close in the first quarter of 2020 and is subject to satisfaction of certain conditions, including receipt of U.S. regulatory clearance. The Company intends to use the proceeds of the S&D Disposition to finance a portion of its acquisition of Primo, depending on the timing of closing, or otherwise to pay down indebtedness.
On February 7, 2020, Cott amended the Second Amended and Restated Credit Agreement, which governs our ABL facility. The amendment limits the conditions that needs to be met to consummate the S&D Disposition and the Primo Acquisition and increases the amount that the Primo assets may contribute to the borrowing base at the closing of the Primo Acquisition. In addition, subject to certain additional conditions, the amendment amends the credit agreement to permit the existence of a term loan to fund the Primo Acquisition and related expenses.
On February 19, 2020, the Board of Directors declared a dividend of $0.06 per common share, payable in cash on March 25, 2020 to shareowners of record at the close of business on March 10, 2020.