CONFIDENTIAL
FOR COMMISSION USE ONLY
COTT BEVERAGES INC.
5519 W. IDLEWILD AVENUE
Tampa, Florida 33634
(905) 672-1900
(813) 313-1800
July 21, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cott Beverages Inc. |
Registration Statement on Form S-4
File No. 333-205657
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 (File No. 333-205657), as amended (the “Registration Statement”), of Cott Beverages Inc. and each of the other registrants listed on Exhibit A hereto (collectively, the “Registrants”), registering the offer to exchange up to $625,000,000 aggregate principal amount of 6.75% Senior Notes due 2020 (together with the guarantees thereof, the “Exchange Notes”) for a like aggregate principal amount of 6.75% Senior Notes due 2020 (together with the guarantees thereof, the “Outstanding Notes”).
Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in: Exxon Capital Holdings Corporation (available May 13, 1988); Morgan Stanley & Co. Incorporated (available June 5, 1991); and Shearman & Sterling (available July 2, 1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Registrants’ information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the exchange offer prospectus and the related letter of transmittal, that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer,
such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act of 1933, as amended.
The Registrants represent that with respect to any broker-dealer that participates in the exchange offer with respect to Outstanding Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the applicable exchange offer the following additional provision, in substantially the form set forth below:
if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Christian O. Nagler of Kirkland & Ellis LLP, counsel to the Registrants, at (212) 446-4660.
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| Sincerely, | ||
| COTT BEVERAGES INC. | ||
| By: | /s/ Jerry Fowden | |
| Name: | Jerry Fowden | |
| Title: | Chief Executive Officer | |
| 156775 CANADA INC. | ||
| 2011438 ONTARIO LIMITED | ||
| 804340 ONTARIO LIMITED | ||
| 967979 ONTARIO LIMITED | ||
| COTT CORPORATION | ||
| COTT HOLDINGS INC. | ||
| COTT VENDING INC. | ||
| INTERIM BCB, LLC | ||
| By: | /s/ Jerry Fowden | |
| Name: | Jerry Fowden | |
| Title: | Chief Executive Officer | |
| AIMIA FOODS EBT COMPANY LIMITED | ||
| AIMIA FOODS GROUP LIMITED | ||
| AIMIA FOODS HOLDINGS LIMITED | ||
| AIMIA FOODS LIMITED | ||
| CALYPSO SOFT DRINKS LIMITED | ||
| COOKE BROS HOLDINGS LIMITED | ||
| COOKE BROS. (TATTENHALL). LIMITED | ||
| COTT DEVELOPMENTS LIMITED | ||
| COTT VENTURES LIMITED | ||
| COTT VENTURES UK LIMITED | ||
| MR FREEZE (EUROPE) LIMITED | ||
| STOCKPACK LIMITED | ||
| TT CALCO LIMITED | ||
| By: | /s/ Jason Ausher | |
| Name: | Jason Ausher | |
| Title: | Director | |
| DS SERVICES OF AMERICA, INC. | ||
| DS SERVICES HOLDINGS, INC. | ||
| DSS GROUP, INC. | ||
| DS CUSTOMER CARE, LLC | ||
| By: | /s/ Shane Perkey | |
| Name: | Shane Perkey | |
| Title: | Treasurer | |
| CAROLINE LLC | ||
| CLIFFSTAR LLC | ||
| COTT ACQUISITION LLC | ||
| COTT U.S. ACQUISITION LLC | ||
| STAR REAL PROPERTY LLC | ||
| By: | /s/ Marni Morgan Poe | |
| Name: | Marni Morgan Poe | |
| Title: | Vice President | |
| COTT INVESTMENT, L.L.C. | ||
| By: | /s/ Marni Morgan Poe | |
| Name: | Marni Morgan Poe | |
| Title: | Secretary | |
| COTT (NELSON) LIMITED | ||
| COTT BEVERAGES LIMITED | ||
| COTT EUROPE TRADING LIMITED | ||
| COTT LIMITED | ||
| COTT NELSON (HOLDINGS) LIMITED | ||
| COTT PRIVATE LABEL LIMITED | ||
| COTT RETAIL BRANDS LIMITED | ||
| By: | /s/ Gregory Leiter | |
| Name: | Gregory Leiter | |
| Title: | Director | |
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| COTT USA FINANCE LLC | ||
| By: | /s/ Ceaser Gonzalez | |
| Name: | Ceaser Gonzalez | |
| Title: | Director Manager | |
| COTT LUXEMBOURG S.A.R.L. | ||
| By: | /s/ Jeremy Hoyle | |
| Name: | Jeremy Hoyle | |
| Title: | Class A Manager | |
| COTT ACQUISITION LIMITED | ||
| COTT UK ACQUISITION LIMITED | ||
| By: | /s/ Jay Wells | |
| Name: | Jay Wells | |
| Title: | Director | |
| cc: | Christian O. Nagler, Esq. |
Kirkland & Ellis LLP
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Exhibit A
Additional Registrants
Cott Corporation
156775 Canada Inc.
2011438 Ontario Limited
804340 Ontario Limited
967979 Ontario Limited
Aimia Foods EBT Company Limited
Aimia Foods Group Limited
Aimia Foods Holdings Limited
Aimia Foods Limited
Calypso Soft Drinks Limited
Caroline LLC
Cliffstar LLC
Cooke Bros. (Tattenhall). Limited
Cooke Bros Holdings Limited
Cott (Nelson) Limited
Cott Acquisition Limited
Cott Acquisition LLC
Cott Beverages Limited
Cott Developments Limited
Cott Europe Trading Limited
Cott Holdings Inc.
Cott Investment, L.L.C.
Cott Limited
Cott Luxembourg S.A.R.L.
Cott Nelson (Holdings) Limited
Cott Private Label Limited
Cott Retail Brands Limited
Cott U.S. Acquisition LLC
Cott UK Acquisition Limited
Cott USA Finance LLC
Cott Vending Inc.
Cott Ventures Limited
Cott Ventures UK Limited
DS Customer Care, LLC
DS Services Holdings, Inc.
DS Services of America, Inc.
DSS Group, Inc.
Interim BCB, LLC
Mr Freeze (Europe) Limited
Star Real Property LLC
Stockpack Limited
TT Calco Limited
