On January 30, 2018, Refresco Group N.V. (Euronext:RFRG) completed its US$1.25-billion cash acquisition of Cott Corp.’s (NYSE:COT; TSX:BCB) bottling activities (Cott Beverages). The transaction was announced in July 2017.
Refresco Group N.V. (Refresco) is now the world’s largest independent bottler of soft drinks and fruit juices for retailers and A-brands with operations in Benelux, Canada, Finland, France, Germany, Italy, Poland, Spain, the UK and the US. After the completion of the Cott Beverages acquisition, Refresco continues to maintain its world market leadership as an independent bottler of soft drinks and fruit juices.
The transaction had a significant cross-border and multi-jurisdictional component and included Cott’s Canadian, US, UK, and Mexico businesses (excluding the RCI International division and its associated concentrate facility as well as the Aimia Foods division). Due diligence was completed and the definitive purchase agreement negotiated over a very short period of time — approximately eight weeks.
McMillan LLP acted as Canadian counsel to Refresco and co-advised on the acquisition along with the US-based Nixon Peabody LLP, the UK-based Allen & Overy LLP, and the Mexico-based Santamarina y Steta, S.C.
The McMillan team was led by Howard Drabinsky and included Keith Bird (intellectual property), George Waggott and Paul Boshyk (employment), Josh Chad and Dan Edmonstone (Competition Act and Investment Canada Act), Annik Forristal (environmental), Robert Shore (real estate), Andrew Stirling (tax) and David Zhou (corporate/commercial).
The Nixon Peabody team included David Martland, Haydon Keitner, Katarzyna Murphy, Eric Ferrante and Matthew Carrigg.
The Allen & Overy team was composed of Vanessa Xu, Rajani Gupta, Alice Smith, Jennifer Spring, Adam Haberkorn and Stefanie Duda.
The Santamarina y Steta team was led by its partner Aarón Levet and included associates Isaac Zatarain and Miguel Beltrán.
Cott Corp. was represented in-house by Marni Morgan Poe, Vice President, General Counsel and Secretary and Michael James, Corporate Counsel; and externally by Goodmans LLP which acted as Canadian counsel to Cott Corp. and co-advised on the acquisition along with Drinker Biddle & Reath LLP in the US and CMS Netherlands in the Netherlands. Squire Patton Boggs advised Cott on UK law matters.
The Goodmans team was led by Neil Sheehy and Michelle Vigod and included Samantha Reburn (corporate/M&A), Ira Barkin and Tyler D’Angelo (real estate), Dan Dedic (finance), Alan Bowman and Carrie Smit (tax), Richard Annan (competition), John Alton (pensions & benefits) and Susan Garvie (employment).
The Drinker Biddle & Reath team was led by Jack Michel, Matt Meyers and Adam Weinstock, and included Jennifer Dean and Ira Kalina (IP), Michael San Giacomo (real estate), Eirik Tellefsen (finance), Howard Levine (benefits), Joanne Lewers (antitrust), Bonnie Barnett (environmental) and Stephen Hamilton (tax).
The CMS Netherlands team included Reinout Slot, Clair Wermers, Dex Destombes, Katja van Kranenburg, Tjeerd Hoekstra, Erik Vorst, Robert Bosman and Roderick Nieuwmeyer.
The Squire Patton Boggs team was led by Jonathan Ross (corporate), Diarmuid Ryan (antitrust) and Tom Telford (banking) and included Andrew Sprake (real estate), Elizabeth Graham (pensions), Nathan Bentley and Dhruv Chhatralia (corporate), Nicola Elam and Erling Estellon (antitrust) and Andrea Unwin (banking).
White & Case LLP acted as counsel to the creditors, JP Morgan, BNP Paribas, Rabobank and ABN Amro on the US$2.03-billion term loan B for the acquisition.