Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
August 2017
Safe Harbor Statements
Forward Looking Statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of 1934 and applicable Canadian securities laws conveying management's
expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking
statements involve inherent risks and uncertainties and the Company 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 contained in this
presentation include, but are not limited to, statements related to the use of proceeds, the anticipated timing of the recently announced
sale of the Traditional Business (the Transaction), the completion of the Transaction on the terms proposed, the potential impact the
Transaction will have on Cott, and the execution of our strategic priorities. The forward-looking statements are based on assumptions
regarding managements current plans and estimates. Factors that could cause actual results to differ materially from those described in
this presentation include, among others: the satisfaction of the conditions to the Transaction and other risks related to the completion of
the Transaction and actions related thereto; Cotts and Refrescos ability to complete the Transaction on the anticipated terms and
schedule, including the ability to obtain shareholder and regulatory approvals; risks relating to any unforeseen changes to or effects on
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future
prospects; the risk that disruptions from the Transaction will harm Cotts business; and the effect of economic, competitive, legal,
governmental and technological factors on Cotts business. The foregoing list of factors is not exhaustive. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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 in the Form 10-K
for the year ended December 31, 2016 and its quarterly reports on Form 10-Q, as well as other periodic reports filed with the securities
commissions. The Company 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.
Non-GAAP Measures: The Company routinely supplements its reporting of GAAP measures by utilizing certain non-GAAP measures to
separate the impact of certain items from its underlying business results. Since the Company uses these non-GAAP measures in the
management of its business, management believes this supplemental information, including on a pro forma basis, is useful to investors for
their independent evaluation and understanding of the Transaction. The non-GAAP financial measures described above are in addition to,
and not meant to be considered superior to, or a substitute for, the Company's financial statements prepared in accordance with GAAP. In
addition, the non-GAAP financial measures included in this presentation reflect management's judgment of particular items, and may be
different from, and therefore may not be comparable to, similarly titled measures reported by other companies. A copy of this
presentation may be found on www.cott.com.
1
Management Attendees
Jerry Fowden
Chief Executive Officer
Jay Wells
Chief Financial Officer
Jarrod Langhans
Vice President, Investor Relations
2
Agenda
Transaction Overview
Investment Highlights
HOD Overview
Q&A
3
Transaction Overview
Overview of the Transaction
Cott and Refresco have entered into an agreement whereby Cott will sell its
Traditional Business to Refresco for USD $1.25 billion an all cash transaction.
The Traditional Business includes the manufacturing and distribution of
carbonated soft drinks, shelf stable juices, sparkling water and mixers with a
Sale Highlights focus on private label and contract manufacturing across North America, the
U.K. and Mexico.
The transaction excludes the Royal Crown International division and its
associated concentrate facility, the Aimia Foods division and the Water and
Coffee Solutions Operating Segment.
All cash transaction of ~$1.25 billion USD will be used for de-leveraging,
Use of Proceeds
transaction costs, and general corporate expenses.
4
Transaction Rationale
Focus on Growth Focus Cott on water and coffee categories that are aligned with health and
Categories wellness trends and are forecasted to grow at a low single-digit rate
Reduced HOD and foodservice channels have low customer concentration with
Volatility limited pricing pressure and sales impact
Transaction reduces leverage to less than 3.5x net debt to 2017 estimated
Reduced pro forma adjusted EBITDA (excluding Traditional Business)
Leverage Creates balance sheet capacity for further accretive acquisitions
Resource Investment dollars and management time will be focused on the higher
Allocation growth water, coffee, tea, filtration and foodservice businesses
5
The New Cott
The New Cott
Leading North American and European water, coffee, tea and filtration service provider within HOD,
foodservice, convenience and hospitality
370 Branch Distribution and 2017E Pro Forma Sales 2017E Pro Forma Sales 2017E Sales
Warehouse Facilities Across
North America and Europe ~68% ~27% ~5%
Widespread Direct-to-Consumer
Network with Over 2,500
Routes.
___________________________
(1) Full year estimate of the retained business.
(2) Excludes corporate allocations.
(3) +9% by 2020 after synergies assuming constant coffee pricing.
(4) Corporate costs include estimates for transition service agreements, stand alone concentrate plant and review of corporate costs associated with the remaining business.
6
Improved Growth Rate and Margin
Historic Pro Forma Cott(1)(2) New Cott(2)(3) Historic Pro Forma Cott(1)(2) New Cott(2)(3)
___________________________
Source: Company information.
(1) Represents Cott business assuming full year operations with no transaction.
(2) 2016 is pro forma for a full year of Eden Springs and S&D Coffee and Tea.
(3) Represents the remaining business post transaction as if the remaining business was in existence as of the beginning of 2016.
7
Leading Platforms Across Products and Geographies
Balanced product portfolio across North America and Europe
Retail
Filtration 12%
2016 Sales by Geography 2%
(2)
Other
Poland 7%
France 2%
2%
Israel
5%
U.K.
8%
U.S.
76%
___________________________
Source: Company information.
(1) Foodservice includes the Foodservice, Convenience Retailing and Distribution channels.
(2) Includes RCIs sales and other European countries with sales concentration less than 1.5%.
8
Value Creation Strategy
Become the leading North American and European Water, Coffee, Tea and Filtration Service Provider
Within HOD, Foodservice, Convenience and Hospitality
Strengthened balance sheet that supports accelerated organic and acquisition based
2
investment
5 Potential for re-rating or multiple lift from shifting to focused growth profile
9
Investment Highlights
Investment Highlights
1 LEADER IN HOD AND FOOD SERVICE COFFEE AND TEA
Largest HOD Water and OCS platform in the U.S., Canada and Europe
Significant presence in coffee and tea foodservice distribution in the U.S.
10
1 Leader in Home and Office Delivery and Foodservice Coffee and Tea
Leading provider of HOD, water, coffee, tea and filtration services provider across 20 countries
Smaller
DS Next 5
Competitors Services DS Services 13%
~39% ~31% ~3%
Remainder of Top 5
~17%
Smaller
Nestle Competitors
~30% ~80%
___________________________
Source: Company information, Management estimates.
Note: 2015 market shares based on management estimates.
1. Source: Beverage Marketing Corporation. Category size of $1.7 billion and reflects only bottled water and excludes items such as cooler rent, cups, etc.
2. Source: Coffee sales rise, so do costs: State of the Coffee Service Industry, Automatic Merchandiser, September 2015.
3. Company information.
11
2 Growing Product Categories
Expected growth rates for our water, coffee and foodservice businesses, translating to 2-3% overall top-line growth
12
3 Significant Scale and Local Market Density
3
small, medium and large national accounts 1
Portugal Spain
Israel
BWC Water Position(1)
___________________________
Source: Company information, Management estimates.
1. BWC represents total bottled water coolers but is not a market segment in and of itself as the HOD water business consists of coolers, bottled water as well as other products such as case pack water and single serve products.
13
4 Cost Saving Opportunities to Drive Margins
Cotts acquisitions successfully scaled the business and meaningfully enhanced its margin profile by
diversifying its product mix, delivering meaningful cost savings, and improving growth
Minimal incremental costs associated with new customers given ability to seamlessly add volume onto existing
operations
Savings from combination of common systems and back office SG&A; procurement savings associated with
scale in terms of coolers, brewers, and bottles; and depot and ramp combination savings
Eden Springs and S&D Acquisitions Represent Meaningful Expected Synergies through 2020
($ in millions)
$23
$21
$12
$7
$4
14
5 Strong Free Cash Flow
The New Cott can leverage its growing segments to maximize strong free cash flow
Free Cash Flow Drivers 2019E Adjusted Free Cash Flow and Net Leverage(1) (2)(3)
Interest savings
De-leveraging
15
6 M&A Platform
Acquired Dec. 2014 Acquired Jan. 2016 Acquired Aug 2016 Acquired Aug 2016
Acquired May 2014
16
Shareholder Value Creation
Leading North American and European Water, Coffee, Tea and Filtration Service Provider
With Higher Margins and Compound Growth in Revenue and Free Cash Flow
Highly diversified product, package and channel mix
Strong and growing adjusted free cash flow that drives returns to shareholders through a more balanced scale business with
strong compound annual growth
15.0x 10%
11.1x 11.0x
10.0x 5.8%
5%
3.2%
5.0x
17
Appendix
HOD Overview
DS Services (Including Aquaterra)
Overview Geographic Coverage and Brand Ownership (1)
Leading bottled water, including many well-known brands, and
coffee direct-to-consumer services provider to ~1.6mm 1
1 1
customers locations through daily operation of >2,000 routes 1 1
1
1
that cover ~90% of the U.S. 1
1
37 plants 1 3
___________________________
Source: Company information.
2016 Net Revenue(4): $1,067mm
1. Figures represent regional market share.
2. Market share based on consumption volume.
3. Other net revenue includes Filtration Services net revenue.
4. Includes Aquaterra net revenue of $61mm.
18
Eden Springs
Overview Geographic Coverage
Norway1
Meaningful scale across Europe with access to attractive end- 2
1Finland
2 Estonia Russia
markets with positive growth outlook (A leading European 1 Denmark
2
Sweden Latvia
2 2
2
player with multiple value-creative tuck-in acquisition UK Netherlands
1
Lithuania
2 Poland2
Germany
opportunities) 1 1
France 1Switzerland
19
HOD Current Initiatives and Growth Opportunities
3 Coordinate best practices amongst the HOD businesses in regards to sales, marketing
and cross selling
4 Capitalize on premium office coffee trends and utilize expertise of S&D Coffee and Tea
in product offerings
5 Capitalize on filtration growth and national footprint within North America and Europe
as both a standalone provider of filtration services but also as a partner with larger
businesses that can utilize the national filtration and technical services division of the
HOD businesses
20
Foodservice Coffee & Tea Overview
S&D Coffee and Tea
Overview Geographic Coverage
One of the largest custom coffee roasters and distributor of Attractive Synergy and Distribution Opportunity
with DS Services OCS Business
coffee and tea-based beverage solutions to the U.S. foodservice
industry, with ~20% of the growing foodservice channel Third-Party Distribution Direct Route and Third-Party Distribution
Four facilities contain dedicated coffee and tea manufacturing Direct route sales
accounted for ~20%
capabilities, extract and ingredient technology, and over 625,000 of 2016 net revenue
total square feet of warehouse space
Serves over 24,000 blue-chip customers mainly in the
foodservice industry, and delivers to over 102,000 customer
3rd Party Distribution sales
locations across U.S. accounted for ~80% of
total 2016 net revenue
Since 2010, S&D has invested over $50mm to expand and
upgrade its production facilities
21
Foodservice Coffee & Tea Current Initiatives and Growth
Opportunities
22
Q&A