Westrock Coffee Company to Acquire S&D Coffee & Tea from Cott Corporation

January 31, 2020

LITTLE ROCK, ARKANSAS — Westrock Coffee Company, LLC (“Westrock Coffee”) today entered into a definitive agreement to acquire North Carolina-based S&D Coffee & Tea (“S&D”) from Cott Corporation (NYSE: COT; TSX: BCB). The transaction is expected to close within the next several weeks and will create the leading integrated coffee company serving the needs of the retail, restaurant, convenience store, and hospitality industries.

“This strategic combination will create the nation’s premier coffee, tea, and extract supplier that is capable of serving the most complex and demanding customers across the country and around the world. We intend to use the scale of the new company to offer the most innovative beverage solutions with competitive pricing to our global clients while simultaneously providing a premium price to our farmer partners at origin. Our unmatched commitment to customer service, product quality, and our industry-leading sustainability and transparent sourcing practices will remain a cornerstone of our business,” said Scott Ford, Westrock Coffee Co-founder and Chief Executive Officer. “Our combined organization will seek to lead the industry with our sustainability program and to accelerate the development of a broadening array of innovative products.”

The companies will continue to serve customers under their respective brand names for the foreseeable future. Westrock Coffee will remain headquartered in Arkansas, with its recently enlarged roasting and packaging plant in North Little Rock already earmarked for further expansion. Likewise, the S&D organization in Concord, NC will continue as a major center of operations with plans to continue expansion of these facilities.

The new company will employ approximately 1,700 people globally and can roast, grind, and package more than 220 million pounds of coffee annually. The company will also continue to be one of the largest tea suppliers in the US and the leading premium extract supplier to global foodservice and consumer product companies.

Ford added, “We are very pleased that following the closing of the transaction, S&D President and CEO Ron Hinson will remain as an advisor to the new, combined organization as Chairman Emeritus. We value Ron’s extensive industry knowledge and deep relationships amassed over his 41 years at S&D. We admire how S&D has grown and evolved during his tenure as President and CEO.”

“Participating in S&D’s growth and success during the past four decades has been incredible. We achieved industry leadership by innovating to serve our customers. We invested in job and career growth for employees and our community, and I look forward to working with Scott and the newly combined leadership team to see these achievements go even further. The highly complementary product and customer focus S&D brings to Westrock Coffee makes this a terrific event for our business, our employees, and especially our customers,” Hinson said.

In conjunction with the transaction, BBH Capital Partners, a private equity strategy of Brown Brothers Harriman & Co., will provide acquisition capital alongside Westrock Coffee’s existing investors, including The Stephens Group, LLC. Wachtell, Lipton, Rosen & Katz served as legal advisor to Westrock Coffee.

About Westrock Coffee

Westrock Coffee is a farmer-focused, fully integrated company providing coffee sourcing and financing, supply chain management, roasting, packaging, and distribution services to customers around the world. The company has offices in seven countries which market coffee from more than 20 origin countries impacting over one million members of smallholder farming households. Through Westrock Coffee’s US based roasting operations, the company roasts, grinds, packages, and delivers branded and private label coffee in bags, fractional packs, and single serve cups.

About S&D Coffee

S&D Coffee & Tea is the largest coffee and tea manufacturer and supplier to restaurants and convenience stores in America. S&D is also a leading producer of liquid extracts. In continuous operation since 1927, the company serves over 110,000 customers through national distribution and direct store delivery.

About BBH Capital Partners

BBH Capital Partners (“BBHCP”), a private equity strategy of Brown Brothers Harriman & Co., provides friendly capital solutions to growth-oriented middle-market companies. Our flexible investment mandate gives us the ability to act as a control or non-control investor and to structure our investments as a combination of equity and subordinated debt securities as needed. BBHCP typically invests between $50 million and $150 million per platform investment, and our capital is used to support a variety of transactions, including management or leveraged buyouts, growth financings, recapitalizations (including dividend recapitalizations), buy-and-build strategies and acquisitions.

About The Stephens Group, LLC

The Stephens Group, LLC is a private investment firm that partners with talented management teams to help build valuable businesses. Backed by the resources of the Stephens family, The Stephens Group has a long history of providing sophisticated, strategic expertise and taking a partnership approach to help companies successfully achieve their strategic visions and build long-term value. With over $1.5 billion invested since 2006, The Stephens Group targets investments in industries across the U.S., including industrial and commercial products and services, specialty distribution, B2B food and consumer products, and technology infrastructure and tech-enabled services, as well as select opportunistic situations.