Primo Water (PRMW) 8-K Cott Corporation Announces Business

July 8, 2010

Business

Combination with

Cliffstar

Corporation

Transaction Summary

Exhibit 99.2

2

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 Company’s anticipated second quarter 2010 volumes, revenues and operating income, the anticipated

timing of the transaction, the completion of the transaction on the terms proposed, the financing of the transaction on terms currently

anticipated, and the potential impact the acquisition will have on the Company. The forward-looking statements are based on assumptions

regarding the timing of receipt of the necessary financing and approvals, the time necessary to satisfy the conditions to the closing of the

transaction, and management’s current plans and estimates. Management believes these assumptions to be reasonable but there is no

assurance that they will prove to be accurate.

Factors that could cause actual results to differ materially from those described in this presentation include, among others: (1) the ability to

consummate the proposed transaction; (2) receipt of regulatory approvals without unexpected delays or conditions; (3) changes in

estimates of future earnings and cash flows; (4) changes in expectations as to the closing of the transaction; (5) expected synergies and

cost savings are not achieved or achieved at a slower pace than expected; (6) integration problems, delays or other related costs; (7)

retention of customers and suppliers; (8) the cost of capital necessary to finance the transaction; and (9) unanticipated changes in laws,

regulations, or other industry standards affecting the companies.  

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 press release issued on July  7, 2010, the Company’s Annual Report on Form 10-K for

the year ended January 2, 2010 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.

3

Non-GAAP Measures

Cott routinely supplements its reporting of earnings before interest, taxes, depreciation &

amortization in accordance with GAAP by excluding the impact of certain items to separate the

impact of these items from underlying business results. Since the Company uses these

adjusted financial results 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

with

Cliffstar.

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.

This presentation, including the reconciliation of non-GAAP to GAAP measures, will appear on

our website at www.cott.com.

4

Transaction Overview

•

Combination creates #1 private label soft drink manufacturer with LTM 4/3/10 combined revenue of $2.3 billion

and combined Adjusted EBITDA of $246 million (or $260 million including 2011 synergies)

–

Cott

LTM

4/3/10

revenue

of

$1.6

billion,

net

income

of

$73.1

million

and

Adjusted

EBITDA

of

$166

million

–

Cliffstar

LTM

4/3/10

revenue

of

$654

million,

net

income

of

$82.7

million

and

Adjusted

EBITDA

of

$80

million

–

Combined North America LTM 4/3/10 revenue of $1.8 billion

•

Purchase price to include $500 million cash at close and up to $69 million in deferred / performance related

consideration:

–

Earn-out consideration of up to $55 million based on completing capital expansion plans and achieving

2010

EBITDA

targets;

and

$14

million

deferred

consideration

paid

over

3

years

–

Attractive multiple of 7.1x LTM Adjusted EBITDA, or 4.9x inclusive of significant tax and run-rate cost

synergy benefits

–

Estimated to be accretive on a cash basis in 2011

•

Financing, including fees and expenses, at close expected to consist of:

–

New debt issuance of up to $375 million, issuance of up to $95 million of equity, and incremental draw on

existing asset based lending facility (will obtain amendment).  Deferred consideration and earn-out funded

via future cash flow

–

Targeting pro forma net debt leverage of approximately 3.0x and pro forma interest coverage of 

approximately 4.0x with priority on cash flow / net debt reduction post transaction

•

Target closing in Q3 2010

5

Multiple Beneficial Aspects to Combination

•

Broader & more diversified beverage supplier with enhanced scale

•

Entry into more attractive category / competitive dynamics

•

Enhanced access to growth segments

•

Unique private label platform with strong geographic footprint and

logistics capabilities

•

Stronger and more stable cash flow

•

Attractive acquisition price with significant tax & synergy benefits

6

Transaction Transforms Cott

into a Broader

& More Diversified Beverage Supplier

(a)

Pro

forma

Functional

/

New

Age

includes

Cliffstar’s

Thirst

Quenchers

and

Flavored

Water

products

and

Cott’s

RTD

Tea,

Sports,

and

Energy

products

(b)

Pro

forma

Juice

/

Juice

drinks

include

Cliffstar’s

Apple,

Cranberry,

Cranblends,

Grape

and

other

fruit

juices

and

Cott’s

juice

drinks

(UK)

Cott

standalone

product breakdown

Cliffstar

standalone

product breakdown

Pro forma

product breakdown

LTM 4/3/10 Revenue:

$1,593 million

LTM 4/3/10 Revenue:

$654 million

Pro forma revenue:

$2,246 million

CSDS

61%

Waters

20%

Energy

6%

Tea

1%

Sports

1%

Juice drinks

(UK only)

11%

CSDs

43%

Juice / Juice

drinks (b)

36%

Functional /

New Age (a)

7%

Waters

14%

Flavored

waters

1%

Other fruit

juices

24%

Thirst

quenchers

3%

Cranberry,

cranblends

&

grape

42%

Apple

30%

7

Private Label

10%

Other

90%

Others

93%

Private Label

7%

Private Label

9%

Others

91%

Private Label

13%

Other

87%

Provides Entry into Juice –

More Attractive

Category Dynamics

U.S. CSD value sales

U.S. Juice / Juice drink value sales

Source:  Euromonitor, OC&C analysis

U.S. CSD volume sales

U.S. Juice / Juice drink volume sales

•

Juice category is fragmented

with 12 companies controlling

~70% of value sales

–

Significant role by co-ops

–

No player greater than

15%

•

Juice is a more attractive

category for PL penetration

–

Higher loyalty to brands in

CSDs

vs. Juices

–

Apple is 17.5% share

of juice with 42.5% PL

penetration

•

CSDs

are a challenging market

–

Top 2 players control

~70% of value sales

–

Top 3 players control

~85% of value sales

–

National brands have

disproportionate pricing

power

Total: $38.8 billion

Total: $15.7 billion

Total volume: 36.4 billion liters

Total volume: 8.7 billion liters

Note: Represents U.S. off-trade market data.

8

CSD

42%

Other 3%

Bottled water

20%

Functional

drinks 14%

RTD tea 4%

Juice 17%

Provides Enhanced Capability to Access

Higher Growth Beverage Segments

•

Juice

is

a

more

stable

category

than

CSDs

with

better

growth profile

–

Growth in low-sugar, functional and super fruit as

consumers switch from high sugar options

•

Cliffstar

offers growing position in higher growth beverage

segments

–

Complementary to core juice business

–

Proven ability for innovation in product mix, packaging,

etc.

–

Share growth within the category

•

Fortified drinks, enhanced water, RTD teas and sports

drinks to see increased buy-in for PL as category continues

to grow

–

Cliffstar

establishing leadership position in PL

Note: Category value size based on 2009 U.S. off-trade market

Source: Company Information, Euromonitor, Nielsen, Mintel, Beverage Digest, OC&C analysis

Total: $91.4 billion

Beverage category value sales

9

Attractive Financial Impact

CASH

GENERATION

•

Combined

entity

is

projected

to

generate

significant

cash

flow

•

Focused on using ongoing cash generation to reduce debt

SYNERGIES

•

Anticipated cost synergies of approximately $20 million with an associated cost of up to $15 million

over three years

•

Savings in overheads, procurement and opportunities to cross-sell to customers

•

Additional long-term synergies & cross-selling opportunities possible

EFFICIENT

STRUCTURE

•

Asset purchase structure allows for 338(h)(10) treatment and tax savings

–

Tax

deduction

for

15

years

with

present

value

of approximately $75 million

ATTRACTIVE

VALUATION

MULTIPLE

•

Adjusted EBITDA multiples attractive

–

Purchase multiple 7.1x  Cliffstar’s

Adjusted EBITDA

–

Adjusted EBITDA multiple of 4.9x (inclusive of tax benefit and cost synergies)

–

Conservative adjustments made to Cliffstar

base EBITDA given 2009/10 margin improvement

VALUE CREATION

•

Strategic combination

–

Increases Cott’s

scale, relevance to retailers and balances portfolio mix

–

Expected to result in increases in top line and EBITDA sustainability

•

Estimated to be accretive on a cash basis in 2011 (excludes non cash amortization)

10

Breakdown of Base Case SG&A and Procurement Savings of

$20 million Plus Potential Additional Cost Synergy and Cross-

sell Opportunities

Identified Synergies

Synergy

Anticipated

Phasing

Private Company Expenses

$7 million

Day 1

SG&A

$5 million

2011 – 2013

Procurement

$8 million

2011 – 2013

Total Identified Run-Rate Synergies

$20 million

Synergies Expected to be Achieved in 2011

$14 million

Potential Longer-Term Synergies

2013 – 2015

SGA and Procurement

Other Cost Savings/Operating Efficiencies 

Cross-Selling  

11

Cliffstar: Leader in Retailer Brand Ambient

Juice

Business Description

•

Leading private manufacturer of shelf-stable juices in North America

–

Largest producer of apple juice in North America

–

Greater than 50% market share of retailer brand shelf-stable juice

•

National footprint with 11 manufacturing, storage and fruit processing facilities (highly

complementary to Cott’s existing 10 U.S. plants)

–

Approximately 1,200 non-unionized employees

–

Vertically integrated (fruit processing and production)

Headquartered: Dunkirk, NY / Founded: 1970

Leading market position in shelf-stable juice category

•

Strong customer relationships

•

#1 Apple juice

•

#1 Cranberry and Cranblend

•

#1 Grape juice

•

Leader in functional beverages

–

First to market in category; recognized innovator

12

Strong Combined Geographic Footprint in

the U.S.

•

State-of-the-art

manufacturing and

bottling/storage facilities

•

Cold and hot fill capacity

with proven ability to

innovate

•

Significant distribution

and logistics system in

place

Fontana

Fredonia

Greer

Joplin

Walla Walla

Warrens

East

Freetown

North East PA

Blairsville

Columbus

Concordville

San Antonio

Sikeston

St Louis

Tampa

Wilson

San Bernardino

Ft Worth

Cliffstar

Cott

Brocton

Dunkirk

Highlights

Note: Cliffstar

has both a production and fruit processing facility at Dunkirk

13

Cott Q2 2010 Estimates

Cott provided the following estimates of key financial metrics regarding its estimated

consolidated Q2 2010 results on a stand-alone basis:

•

Filled beverage volume of 207 million cases (8oz equivalents)

•

Consolidated revenue of $426 million

•

Operating income of $37 million

Cott clarified that the foregoing Q2 estimates are preliminary and actual results could

vary by up to 2-3% in either direction for revenue and volume, and up to $2-3 million

in either direction for operating income.

14

Non-GAAP Reconciliation

COTT CORPORATION PRO FORMA

EXHIBIT 1

NON-GAAP EARNINGS

BEFORE INTEREST, TAXES, DEPRECIATION & AMORTIZATION (EBITDA)

(in millions of U.S. dollars)

Unaudited

Cott

Cliffstar

For the 12 Months Ended

Corporation

Corporation

April 3, 2010

Net income (loss)

$73.1

$82.7

$155.8

Interest expense, net

28.3

3.5

31.8

Income tax (benefit)

(12.2)

0.0

(12.2)

Depreciation and amortization

65.1

13.9

79.0

Net income attributable to non-controlling interests

4.9

0.0

4.9

EBITDA

159

100

259

Adjustments to EBITDA

Restructuring

(0.2)

0.0

(0.2)

Asset Impairments

3.5

0.0

3.5

Other expense (loss on buyback of notes)

3.3

0.0

3.3

Inventory adjustments

0.0

(21.7)

(21.7)

Incentive adjustment

0.0

2.0

2.0

Adjusted EBITDA

$166

$80

$246