8-K

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): March 31, 2008

COTT CORPORATION

(Exact name of registrant as specified in its charter)

CANADA	001-31410	None
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6525 Viscount Road Mississauga, Ontario, Canada	L4V 1H6
5519 West Idlewild Avenue, Suite 100 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 (see General Instruction A.2. below):

¨ 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 2.03 Creation of a Direct Financial Obligation of or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 31, 2008, Cott Corporation (the “Company”) entered into a new senior secured asset-based lending credit facility (the “ABL Facility”) that provides for financing in the United States, Canada, and the United Kingdom. The new ABL Facility replaced the Company’s former senior secured credit facility in the United States, Canada, the United Kingdom, and Mexico and its receivables securitization facility in the United States. The Company, Cott Beverages Inc. and Cott Beverages Limited are borrowers under the ABL Facility.

The ABL Facility is a five-year revolving facility of up to $250,000,000. JPMorgan Chase Bank, N.A. serves as administrative agent and administrative collateral agent, and General Electric Capital Corporation (GE Corporate Lending), a member of the lending syndicate, is designated as the co-collateral agent. The five-year term is subject to the refinancing of the Company’s 8% senior subordinated notes due 2011; the new ABL Facility will mature early if such notes have not been refinanced six months prior to their maturity on terms and conditions specified in the ABL Facility.

The ABL Facility includes a revolver of up to $250,000,000, with availability dependent on a borrowing base calculated as a percentage of the value of eligible inventory, accounts receivable and property, plant and equipment. In general, the borrowing base will equal the sum of up to 85% of the borrowers’ eligible accounts receivable, 65% of the borrowers’ eligible inventory valued at the lower of cost or market, determined on a first-in, first-out basis, or, if less, up to 85% of the appraised liquidation value of such eligible inventory (provided that the maximum amount of such eligible inventory which may be included as part of the borrowing base may not exceed the lesser of 75% of such eligible accounts receivable and $150,000,000), and a PP&E component initially equal to the lesser of (i) 75% of the fair market value of the borrowers’ eligible real estate plus 85% of the liquidation value of the borrowers’ eligible equipment and (ii) $50,000,000.

The ABL Facility has subfacilities for letters of credit and swingline loans and geographical sublimits for Canada ($40,000,000) and the United Kingdom ($75,000,000). The ABL Facility may be increased up to an additional $100,000,000 at the Company’s option if lenders agree to increase their commitments. The interest rate margin on loans under the facility is fixed for the first six months of the term, and then will vary quarterly based on outstanding borrowings. The interest rate on LIBOR (or other fixed rate) loans for the first six months will be LIBOR (or such other fixed rate) plus 2.50%. If utilized, prime (or other variable rate) loans during the first six months would bear an interest rate of prime (or such other variable rate) plus 1.00%. The proceeds of the ABL Facility not used to refinance debt will be used to finance the working capital needs and general corporate purposes of the Company and its U.S., Canadian and U.K. subsidiaries in the ordinary course of business. A limited amount of money may be loaned to the Company’s subsidiaries in Mexico and elsewhere.

The debt under the ABL Facility is guaranteed by most of the Company’s U.S., U.K. and Canadian subsidiaries. It is also expected to be subject to certain guarantees of the Company’s Mexican subsidiaries within the next 60 days. Subject to certain exceptions, the debt and guarantees are secured by (i) all of the Company’s and guarantors’ ownership interests in their subsidiaries and (ii) substantially all of the personal property assets of the borrowers and the guarantors as well as specified real estate. The Company has agreed to pay usual and customary commitment fees that vary on a monthly basis depending on average utilization of the ABL facility.

The borrowers and restricted subsidiaries are subject to a number of business and financial covenants and events of default. The ABL Facility contains customary limitations on indebtedness, liens, mergers, consolidations, liquidations and sales, payment of dividends, investments, loans and advances, optional payments and modifications of subordinated and other debt instruments, and transactions with affiliates. Events of default under the ABL Facility include nonpayment, inaccuracy of representations and warranties, violation of covenants, cross-default to other indebtedness, bankruptcy, material judgments, and a change of control of the Company. Upon the occurrence of an event of default, the lenders may terminate the commitments and declare all loans due and payable. The Company has agreed to a mandatory prepayment provision (but without a reduction of the commitment), but subject to certain exceptions, upon a sale or transfer of assets of a borrower or guarantor, upon the sale of any common stock or other equity, upon the receipt of proceeds from the issuance of any indebtedness, upon the occurrence of an availability shortfall under the revolver, or upon receipt of insurance proceeds or condemnation awards. The ABL Facility also contains customary financial covenants, including a minimum fixed charge coverage ratio of 1.1 to 1.0 effective when and if excess availability is less than $30,000,000. If availability is less than $37,500,000, the lenders will take dominion over the cash and will apply excess cash to reduce amounts owing under the revolver. The Company has agreed to maintain excess availability of at least $15,000,000.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1        Press Release dated March 31, 2008.

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
Date: April 4, 2008	By:	/s/ Juan Figuereo
		Juan Figuereo
		Chief Financial Officer

EXHIBIT INDEX

Number	Description
99.1	Press Release dated March 31, 2008.

EX-99.1

Exhibit 99.1

Cott Announces New $250 Million Asset-Based Lending Credit Facility

(All information in U.S. dollars)

TORONTO, CANADA, Mar 31, 2008 —

Cott Corporation (NYSE:COT)(TSX:BCB), announced today that it has entered into a new $250 million senior secured asset-based lending credit facility (the “ABL Facility”) and that it has repaid all outstanding indebtedness under its previous credit facility and its receivables securitization facility. The ABL Facility’s administrative agent is J.P. Morgan Chase Bank, N.A., while General Electric Capital Corporation, a member of the lending syndicate, is designated as the co-collateral agent under the facility.

“We are pleased to announce the signing of the ABL Facility. We believe that it will provide Cott with the liquidity to meet existing and anticipated future needs,” said Juan Figuereo, Cott’s Chief Financial Officer.

The ABL Facility has a maturity date of five years, but if Cott does not refinance its senior subordinated notes by June 2011, the ABL Facility will mature then. The ABL Facility includes a revolver that is limited to $250 million subject to a borrowing base comprised of certain Cott assets described below. Interest on the facility will be LIBOR plus 2.50%. The revolver’s availability is based on a percentage of the specified value of eligible inventory, accounts receivable and property, plant and equipment. Total outstanding debt refinanced by the ABL Facility at the time of closing was approximately $128 million.

“The liquidity provided by the new ABL Facility will allow us to focus all our efforts on completing the turnaround of our business,” said David Gibbons, Cott’s Interim Chief Executive Officer.

About Cott Corporation

Cott Corporation is the world’s largest provider of retailer brand soft drinks. The Company commercializes its business in over 60 countries worldwide, with its principal markets being the United States, Canada, the United Kingdom and Mexico. Cott markets or supplies over 200 retailer and licensed brands, and Company-owned brands including Cott, RC, Vintage, Vess and So Clear. Its products include carbonated soft drinks, sparkling and flavored waters, energy drinks, sports drinks, juices, juice drinks and smoothies, ready-to-drink teas, and other non-carbonated beverages. The Company’s website is www.cott.com. The brand names and trademarks referenced in this press release are trademarks of Cott Corporation, its affiliated companies, our customers, or other third parties.

Safe Harbor Statements

This press release contains or refers to forward-looking statements that are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995 and is subject to risks and uncertainties that could cause actual results to differ materially from those expected or projected in the forward-looking statements reflecting management’s current expectations regarding future results of operations, economic performance, financial condition and achievements of the Company. The forward-looking statements are based on assumptions that volume and revenue will be consistent with historical trends, and that interest rates will remain constant and debt levels will decline, and, in certain cases, on 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.

These risks and uncertainties are detailed from time to time in the Company’s filings with the appropriate securities commissions, and include, without limitation, the changing nature of the North American business; our ability to successfully implement our cost reduction program, restore plant efficiencies and lower logistics and other costs; our ability to grow our business outside of North America, including new geographic areas; our ability to expand our business to new channels and products; our ability to integrate new management and a new management structure; loss of or reduction in sales to key customers, particularly Wal-Mart, and the commitment of our customers to their own Cott-supplied beverage programs; increases in competitor consolidations and other marketplace competition, particularly among manufacturers of branded beverage products; our ability to identify acquisition and alliance candidates and to integrate into our operations the businesses and product lines that we acquire or become allied with; our ability to secure additional production capacity either through acquisitions, or third party manufacturing arrangements; increase in interest rates; fluctuations in the cost and availability of beverage ingredients and packaging supplies, and our ability to maintain favorable arrangements and relationships with our suppliers; our ability to pass on increased costs to our customers and the impact those increased prices could have on our volumes; unseasonably cold or wet weather, which could reduce demand for our beverages; our ability to protect the intellectual property inherent in new and existing products; failure to remediate material weaknesses in our internal controls; adverse rulings, judgments or settlements in our existing litigation and regulatory reviews, and the possibility that additional litigation or regulatory reviews will be brought against us; product recalls or changes in or increased enforcement of the laws and regulations that affect our business; currency fluctuations that adversely affect the exchange between the U.S. dollar on one hand and the pound sterling, the Canadian dollar, the Mexican peso and other currencies on the other; changes in tax laws and interpretations of tax laws; changes in consumer tastes and preferences and market demand for new and existing products and our ability to develop new products that appeal to changing consumer tastes; interruption in transportation systems, labor strikes, work stoppages and other interruptions or difficulties in the employment of labor or transportation in our markets; and changes in general economic and business conditions.

The foregoing list of factors is not exhaustive. The Company undertakes no obligation to publicly update or revise any forward-looking statements. 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 December 29, 2007 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities commissions. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this release.

Cott Corporation

Edmund O’Keeffe

Investor Relations

(905) 672-1900 ext. 19216

Cott Corporation

Lucia Ross

Media Contact

(813) 313-1705

Website: www.cott.com