June 25, 2015
Via EDGAR Submission
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Attention: | | Mr. John Reynolds |
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Re: | | Cott Beverages Inc. |
| | Registration Statement on Form S-4 |
| | File No. 333-204130 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Cott Beverages Inc. (the “Issuer”) and the Additional Registrants listed on Schedule A (collectively, the “Registrants”) to the Registration Statement on Form S-4, as amended (File No. 333-204130) (the “Registration Statement”), hereby request acceleration of the effective date of their Registration Statement to 2:45 p.m. Eastern Time, on June 25, 2015 or as soon thereafter as practicable. The Registrants hereby acknowledge their responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Registrants acknowledge that:
| • | | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | | the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Christian O. Nagler of Kirkland & Ellis LLP, special counsel to the Registrants, at (212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
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Sincerely, |
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COTT BEVERAGES INC. |
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By: | | /s/ Jerry Fowden |
Name: | | Jerry Fowden |
Title: | | Chief Executive Officer |
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156775 CANADA INC. |
2011438 ONTARIO LIMITED |
804340 ONTARIO LIMITED |
967979 ONTARIO LIMITED |
COTT CORPORATION |
COTT HOLDINGS INC. |
COTT VENDING INC. |
INTERIM BCB, LLC |
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By: | | /s/ Jerry Fowden |
Name: | | Jerry Fowden |
Title: | | Chief Executive Officer |
cc: | Christian O. Nagler, Esq. |
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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 |
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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 |
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By: | | /s/ Jason Ausher |
Name: | | Jason Ausher |
Title: | | Treasurer |
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CAROLINE LLC |
CLIFFSTAR LLC |
COTT ACQUISITION LLC |
COTT U.S. ACQUISITION LLC |
STAR REAL PROPERTY LLC |
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By: | | /s/ Marni Morgan Poe |
Name: | | Marni Morgan Poe |
Title: | | Vice President |
|
COTT INVESTMENT, L.L.C. |
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By: | | /s/ Marni Morgan Poe |
Name: | | Marni Morgan Poe |
Title: | | Secretary |
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COTT (NELSON) LIMITED |
COTT BEVERAGES LIMITED |
COTT EUROPE TRADING LIMITED |
COTT LIMITED |
COTT NELSON (HOLDINGS) LIMITED |
COTT PRIVATE LABEL LIMITED |
COTT RETAIL BRANDS LIMITED |
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By: | | /s/ Gregory Leiter |
Name: | | Gregory Leiter |
Title: | | Director |
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COTT USA FINANCE LLC |
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By: | | /s/ Ceaser Gonzalez |
Name: | | Ceaser Gonzalez |
Title: | | Director Manager |
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COTT LUXEMBOURG S.A.R.L. |
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By: | | /s/ Jeremy Hoyle |
Name: | | Jeremy Hoyle |
Title: | | Class A Manager |
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COTT ACQUISITION LIMITED COTT UK ACQUISITION LIMITED |
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By: | | /s/ Jay Wells |
Name: | | Jay Wells |
Title: | | Director |