Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such periods.

	For the Year Ended
(in millions of U.S. dollars, except per share amounts)	December 31, 2016			January 2, 2016			January 3, 2015
Revenue	$	3,798.0		$	3,914.1		$	3,099.1
Net loss attributed to Cott Corporation		(58.2	)		(47.8	)		(8.1	)
Net loss per common share attributed to Cott Corporation, diluted	$	(0.43	)	$	(0.40	)	$	(0.08	)

S&D Acquisition [Member]

Business Combination Transfer Consideration

The total consideration paid by Cott in the S&D Acquisition is summarized below:

(in millions of U.S. dollars)
Cash paid to sellers	$	232.1
Cash paid on behalf of sellers for sellers’ transaction expenses		84.2
Cash paid to retire outstanding debt on behalf of sellers		37.8
Working capital settlement		(0.5	)
Total consideration	$	353.6

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The table below summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the S&D Acquisition:

(in millions of U.S. dollars)	Acquired Value			Adjustments			As reported at December 31, 2016
Cash	$	1.7		$	—		$	1.7
Accounts receivable		49.8			1.6			51.4
Inventory		61.0			1.5			62.5
Prepaid expenses and other assets		2.3			—			2.3
Property, plant & equipment		94.6			(1.7	)		92.9
Goodwill		127.5			(10.4	)		117.1
Intangible assets		111.9			7.1			119.0
Other assets		2.2			—			2.2
Accounts payable and accrued liabilities		(44.9	)		(1.8	)		(46.7	)
Deferred tax liabilities		(51.5	)		8.2			(43.3	)
Other long-term liabilities		(0.5	)		(5.0	)		(5.5	)
Total	$	354.1		$	(0.5	)	$	353.6

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the S&D Acquisition and their estimated weighted average useful lives:

			Weighted Average
	Estimated Fair		Estimated
(in millions of U.S. dollars)	Market Value		Useful Life
Customer relationships	$	113.7		17 years
Non-competition agreements		3.0		3 years
Software		2.3		2 years
Total	$	119.0

Eden Acquisition [Member]

Business Combination Transfer Consideration

The total consideration paid by Cott in the Eden Acquisition is summarized below:

(in millions of U.S. dollars)
Cash paid to sellers	$	86.5
Cash paid on behalf of sellers to retire outstanding indebtedness		420.2
Cash paid to retire sellers financing payables, net		71.8
Working capital settlement		(2.2	)
Total consideration	$	576.3

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The table below presents the preliminary purchase price allocation of the estimated acquisition date fair values of the assets acquired and the liabilities assumed:

							As reported at
(in millions of U.S. dollars)	Acquired Value			Adjustments			December 31, 2016
Cash & cash equivalents	$	19.6		$	—		$	19.6
Accounts receivable		104.3			(8.9	)		95.4
Inventories		23.7			(6.0	)		17.7
Prepaid expenses and other current assets		7.3			(1.1	)		6.2
Property, plant & equipment		98.4			8.7			107.1
Goodwill		277.2			22.5			299.7
Intangible assets		219.2			(6.0	)		213.2
Other assets		8.0			(5.2	)		2.8
Deferred tax assets		18.2			1.3			19.5
Current maturities of long-term debt		(2.7	)		—			(2.7	)
Accounts payable and accrued liabilities		(129.5	)		1.2			(128.3	)
Long-term debt		(3.1	)		—			(3.1	)
Deferred tax liabilities		(55.1	)		5.6			(49.5	)
Other long-term liabilities		(7.0	)		(14.3	)		(21.3	)
Total	$	578.5		$	(2.2	)	$	576.3

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the Eden Acquisition and their estimated weighted average useful lives:

	Estimated Fair		Estimated
(in millions of U.S. dollars)	Market Value		Useful Life
Customer relationships	$	134.1		15 years
Trade names		72.7		Indefinite
Software		6.4		3-5 years
Total	$	213.2

Aquaterra Corporation [Member]

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The table below presents the purchase price allocation of the Aquaterra Acquisition Date fair values of the assets acquired and the liabilities assumed and shows the allocation after the post-closing adjustment:

							As reported at
(in millions of U.S. dollars)	Acquired Value			Adjustments			December 31, 2016
Cash	$	1.3		$	—		$	1.3
Accounts receivable		6.2			0.9			7.1
Inventories		2.1			—			2.1
Prepaid expenses and other current assets		1.3			(0.9	)		0.4
Property, plant & equipment		13.4			(1.1	)		12.3
Goodwill		19.2			2.0			21.2
Intangible assets		16.6			(0.8	)		15.8
Other assets		0.8			—			0.8
Accounts payable and accrued liabilities		(15.8	)		(0.5	)		(16.3	)
Long-term debt		(0.3	)		(0.1	)		(0.4	)
Other long-term liabilities		(0.3	)		—			(0.3	)
Total	$	44.5		$	(0.5	)	$	44.0

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the Aquaterra Acquisition and their estimated weighted average useful lives:

	Estimated Fair		Estimated
(in millions of U.S. dollars)	Market Value		Useful Life
Customer relationships	$	11.4		12 years
Trademarks and trade names		4.4		Indefinite
Total	$	15.8

DSS Group Inc [Member]

Business Combination Transfer Consideration

The total cash and stock consideration paid by us in the DSS Acquisition is summarized below:

(in millions of U.S. dollars)
Cash paid to sellers	$	449.7
Working capital adjustment		11.4
Cash paid on behalf of sellers for sellers expenses		25.3
Cash paid to retire term loan on behalf of sellers		317.3
Convertible Preferred Shares		116.1
Non-Convertible Preferred Shares		32.7
Total cash and stock consideration	$	952.5

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the DSS Acquisition.

(in millions of U.S. dollars)	Acquired Value
Cash and cash equivalents	$	74.5
Accounts receivable		102.6
Inventories		46.4
Prepaid expenses and other current assets		8.8
Deferred income taxes		3.7
Property, plant & equipment		390.0
Goodwill		574.4
Intangible assets		409.0
Other assets		25.0
Accounts payable and accrued liabilities		(118.5	)
Long-term debt		(406.0	)
Deferred income tax liabilities		(127.9	)
Other long-term liabilities		(29.5	)
Total	$	952.5

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the DSS Acquisition and their estimated weighted average useful lives:

	As Reported at January 3, 2015
	Estimated Fair		Estimated
(in millions of U.S. dollars)	Market Value		Useful Life
Customer relationships	$	219.8		16 years
Trademarks and trade names		183.1		Indefinite
Non-competition agreements		0.4		5 years
Software		5.7		3 years
Total	$	409.0

Aimia Foods Holdings Limited [Member]

Business Combination Transfer Consideration

The total consideration paid by us for the Aimia Acquisition is summarized below:

(in millions of U.S. dollars)
Cash paid to sellers	$	80.4
Deferred consideration		33.5
Contingent consideration 1		17.9
Working capital payment		7.2
Total consideration	$	139.0

^1.  Represents the estimated present value of the contingent consideration based on probability of achievement of performance targets recorded at fair value.

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the Aimia Acquisition.

(in millions of U.S. dollars)	Acquired Value
Cash	$	9.5
Accounts receivable		11.0
Inventories		9.6
Prepaid expenses and other assets		1.9
Property, plant & equipment		10.9
Goodwill		54.5
Intangible assets		80.9
Other assets		5.3
Accounts payable and accrued liabilities		(27.4	)
Deferred tax liabilities		(17.2	)
Total	$	139.0

Components of Identified Intangible Assets and Estimated Weighted Average Useful Lives

The following table sets forth the components of identified intangible assets associated with the Aimia Acquisition and their estimated weighted average useful lives:

	As Reported at January 3, 2015
	Estimated Fair		Estimated
(in millions of U.S. dollars)	Market Value		Useful Life
Customer relationships	$	76.5		15 years
Trademarks and trade names		1.5		20 years
Non-competition agreements		2.9		5 years
Total	$	80.9