Note 10—Debt

Our total debt as of October 1, 2016 and January 2, 2016 was as follows:


	October 1, 2016						January 2, 2016
			Unamortized						Unamortized
			Debt						Debt
(in millions of U.S. dollars)	Principal		Costs		Net		Principal		Costs		Net
6.750% senior notes due in 2020	$	625.0	$	10.1	$	614.9	$	625.0	$	12.0	$	613.0
10.000% senior notes due in 2021¹		385.7		—		385.7		390.1		—		390.1
5.375% senior notes due in 2022		525.0		7.4		517.6		525.0		8.2		516.8
5.500% senior notes due in 2024		504.5		10.1		494.4		—		—		—
ABL facility		264.1		—		264.1		122.0		—		122.0
GE Term Loan		4.8		0.2		4.6		6.4		0.4		6.0
Capital leases and other debt financing		6.9		—		6.9		2.9		—		2.9

*Total debt*		2,316.0		27.8		2,288.2		1,671.4		20.6		1,650.8
Less: Short-term borrowings and current debt:
ABL facility		264.1		—		264.1		122.0		—		122.0

*Total short-term borrowings*		264.1		—		264.1		122.0		—		122.0
GE Term Loan - current maturities		2.2		—		2.2		2.2		—		2.2
Capital leases and other debt financing - current maturities		2.8		—		2.8		1.2		—		1.2

*Total current debt*		269.1		—		269.1		125.4		—		125.4

*Total long-term debt*	$	2,046.9	$	27.8	$	2,019.1	$	1,546.0	$	20.6	$	1,525.4

^1.

The outstanding aggregate principal amount of $350.0 million of our 10.000% senior secured notes (“DSS Notes”) was assumed by Cott at a fair value of $406.0 million in connection with Cott’s acquisition of DSS. The premium of $56.0 million is being amortized as an adjustment to interest expense using the effective interest method over the remaining contractual term of the DSS Notes. The remaining unamortized premium is $35.7 million and $40.1 million at October 1, 2016 and January 2, 2016, respectively.

Asset-Based Lending Facility

On June 7, 2016, in connection with the Eden Acquisition, we amended the ABL facility to permit, among other things, (1) the Eden Acquisition, (2) issuance of the 2024 Notes to finance the Eden Acquisition, (3) the sale and leaseback of certain property located in the United Kingdom, and (4) certain other miscellaneous and technical changes.

On August 3, 2016, we amended and restated the ABL facility. As amended and restated, the ABL facility is a five-year revolving facility of up to $500 million and subject to certain conditions, may be increased by up to an additional $100 million at our option if agreed upon by the lenders. The ABL facility provides the Company and its subsidiaries, Cott Beverages Inc. (“CBI”), Cott Beverages Limited, DSS, Cliffstar LLC and S&D, with financing in the United States, Canada, the United Kingdom, Luxembourg and the Netherlands. JPMorgan Chase Bank, N.A. serves as administrative agent and administrative collateral agent and JPMorgan Chase Bank, N.A., London Branch serves as U.K. security trustee. Availability under the ABL facility is dependent on a borrowing base calculated as a percentage of the value of eligible inventory, accounts receivable and property, plant and equipment in the manner set forth in the credit agreement governing the ABL facility. The debt under the ABL facility is guaranteed by most of the Company’s U.S., Canadian, U.K. and Luxembourg subsidiaries and certain of the Company’s Dutch subsidiaries. We incurred approximately $2.3 million of financing fees in connection with the ABL facility and are being amortized using the straight-line method over the duration of the ABL facility.

Debt Issuance

On June 30, 2016, we issued €450.0 million (U.S. $504.5 million at exchange rates in effect on October 1, 2016) of our 2024 Notes to qualified purchasers in a private placement offering under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. purchasers pursuant to Regulation S under the Securities Act and other applicable laws. The 2024 Notes were initially issued by our wholly-owned subsidiary Cott Finance Corporation. In connection with the closing of the Eden Acquisition, Cott Finance Corporation amalgamated with the Company and the combined company, “Cott Corporation”, assumed all of the obligations of Cott Finance Corporation under the 2024 Notes, and most of Cott’s U.S., Canadian, U.K. Luxembourg and Dutch subsidiaries that are currently obligors under the 2022 Notes and the 2020 Notes entered into a supplemental indenture to guarantee the 2024 Notes. The 2024 Notes will mature on July 1, 2024 and interest is payable semi-annually on January 1st and July 1st of each year commencing on January 1, 2017. The proceeds of the 2024 Notes were used to fund a portion of the purchase price of the Eden Acquisition and to pay related fees and expenses.

We incurred approximately $10.3 million of financing fees for the issuance of the 2024 Notes and $10.6 million of bridge financing commitment fees and professional fees in connection with the Eden Acquisition. The financing fees are being amortized using the effective interest method over an eight-year period, which represents the term to maturity of the 2024 Notes. The bridge financing commitment fees and professional fees were recorded in SG&A expenses in our consolidated statements of operations.