MOLSON COORS BREWING COMPANY (NYSE:TAP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
The disclosure under Item2.03 of this Current Report on Form8-K
is incorporated herein by reference.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Sale of Notes in Aggregate Principal Amount of
Approximately $1.5 Billion
On March15, 2017, the previously announced offerings of (i)$500
million aggregate principal amount of 1.900% Senior Notes due
2019 (2019 USD Notes) and $500 million aggregate principal
amount of 2.250% Senior Notes due 2020 (2020 USD Notes
and, together with the 2019 USD Notes, the USD Notes) of
Molson Coors Brewing Company (the Company) and (ii)500
million aggregate principal amount of Senior Floating Rate Notes
due 2019 (the EUR Notes) of the Company, were completed
(each, an Offering and, together, the Concurrent
Offerings).
The USD Notes are governed by an Indenture, dated as of March15,
2017, among the Company, the Guarantors (as defined below) and
The Bank of New York Mellon Trust Company, N.A. (BNYMTC),
as trustee (the USD Indenture), for the benefit of the
holders of the USD Notes. The USD Indenture is filed herewith as
Exhibit4.1. The forms of the 2019 USD Notes and the 2020 USD
Notes are filed herewith as Exhibits 4.2 and 4.3, respectively.
The EUR Notes are governed by an Indenture, dated as of March15,
2017, among the Company, the Guarantors and BNYMTC as trustee
(the EUR Indenture and, together with the USD Indenture,
the Indentures), for the benefit of the holders of the EUR
Notes. The EUR Indenture is filed herewith as Exhibit4.4. The
form of the EUR Note is filed herewith as Exhibit4.5.
The USD Notes and the EUR Notes were offered and sold in a
private offering to persons reasonably believed to be qualified
institutional buyers in accordance with rule144A under the
Securities Act of 1933, as amended (the Securities Act),
and to non-U.S. persons outside the United States to regulation S
under the Securities Act.
The USD Notes bear interest at the applicable rate per annum
listed in the description of each series of the USD Notes.
Interest on the USD Notes is payable semi-annually in arrears on
March15 and September15 of each year, beginning on September15,
2017. The EUR Notes bear interest at the applicable three-month
EURIBOR plus 0.350% (reset quarterly). Interest on the EUR Notes
is payable quarterly in arrears on March15, June15, September15
and December15 of each year, beginning on June15, 2017. The USD
Notes and the EUR Notes are jointly and severally guaranteed on a
full and unconditional senior unsecured basis by Molson Coors
International LP, Molson Coors Holdco Inc., MillerCoors LLC,
Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, MC
Holding Company LLC, MillerCoors Holdings LLC, Newco3,Inc., CBC
Holdco 3,Inc., Jacob Leinenkugel Brewing Co., LLC, Coors
International Holdco 2, ULC, Molson Canada 2005, Molson Coors
International General, ULC and Molson Coors Callco ULC
(collectively, the Guarantors). The USD Notes and the EUR
Notes and the related guarantees are senior unsecured obligations
of the Company and the Guarantors and will rank pari passu with
all other unsubordinated debt of the Company and the Guarantors
and senior to all future subordinated debt of the Company and the
Guarantors. The USD Notes and the EUR Notes will be structurally
subordinated to all present and future debt and other obligations
of the Companys subsidiaries that are not Guarantors. The USD
Notes and the EUR Notes and the related guarantees will be
effectively junior to the current and future secured obligations
of the Company and the Guarantors to the extent of the assets
securing such obligations.
In connection with the offering and sale of the USD Notes and the
EUR Notes, the Company and the Guarantors entered into a
Registration Rights Agreement, dated as of March15, 2017 (the
Registration Rights Agreement), with the Initial
Purchasers (as defined in the Registration Rights Agreement) with
respect to the USD Notes and the EUR Notes. Under the
Registration Rights Agreement, the Company and the Guarantors
have agreed, with respect to the USD Notes and the EUR Notes, to
use their reasonable best efforts to, within 365 days of the
closing date of the offering of the USD Notes and the EUR Notes,
file an Exchange Offer Registration Statement (as defined in the
Registration Rights Agreement) covering an offer to the holders
of the USD and the EUR Notes to exchange the
USD and the EUR Notes for senior unsecured notes issued by the
Company and guaranteed by the Guarantors containing terms
identical to the USD Notes or the EUR Notes (the Exchange
Notes), as applicable, except that the Exchange Notes will
not be subject to restrictions on transfer or to any increase
in annual interest rate for failure to comply with the
Registration Rights Agreement. If the Company fails to satisfy
these and other obligations contained in the Registration
Rights Agreement, additional payments of interest will accrue
on the USD Notes and the EUR Notes. The Registration Rights
Agreement is filed herewith as Exhibit4.6.
The net proceeds from the Concurrent Offerings, after deducting
estimated fees and expenses and the initial purchasers
commissions and underwriters discounts and commissions, were
approximately $1,523 million. The net proceeds are expressed in
U.S. dollars and include $527.9 million related to the Offering
of the EUR Notes, based on the noon buying rate published by
the European Central Bank on March6, 2017, which was $1.0592
per 1.00. All of the net proceeds of the Concurrent Offerings
will be used to repay a portion of the amounts outstanding
under the Companys term loan facility.
The Company may, at its option, at any time and from time to
time redeem all or any portion of the 2019 USD Notes at any
time prior to the maturity date, or the 2020 USD Notes at any
time prior to February15, 2020 (the Par Call Date), at a
redemption price equal to 50% of the principal amount of the
USD Notes being redeemed, plus accrued and unpaid interest to,
but excluding, the date of redemption, plus an applicable
make-whole premium. The 2020 USD Notes are redeemable, in whole
or in part, at any time and from time to time on or after the
Par Call Date, at a redemption price equal to 50% of the
principal amount of the 2020 USD Notes being redeemed, plus
accrued and unpaid interest to, but excluding, the date of
redemption.
The Company may redeem all, but not part, of the EUR Notes in
the event of certain changes in the tax laws in the relevant
jurisdiction (as further described in the EUR Indenture), at a
redemption price of 50% of the principal amount of the EUR
Notes redeemed, plus accrued and unpaid interest to the
redemption date. Subject to certain exceptions and limitations
set forth in the EUR Indenture, the Company will pay additional
amounts as may be necessary to ensure that every net payment on
a EUR Note to a holder, after deduction or withholding for or
on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment
by the relevant jurisdiction, will not be less than the amount
provided in such EUR Note to be then due and payable.
The terms of the Indentures, among other things, limit the
ability of the Company and its restricted subsidiaries to
(i)incur additional secured indebtedness, (ii)enter into
certain sale and leaseback transactions and (iii)merge, sell,
convey, transfer or lease substantially all of their assets.
These covenants are subject to a number of important
limitations and exceptions that are described in the applicable
Indenture.
The Indentures provide for customary events of default (subject
in certain cases to customary grace and cure periods), which
include nonpayment, breach of covenants in the applicable
Indenture, payment defaults or acceleration of other
indebtedness and certain events of bankruptcy and insolvency.
If an event of default occurs and is continuing, the applicable
trustee or holders of at least 25% in principal amount
outstanding of the applicable series of Notes may declare the
principal and the accrued and unpaid interest, if any, on all
of such series of Notes to be due and payable. These events of
default are subject to a number of important qualifications,
limitations and exceptions that are described in the applicable
Indenture.
The foregoing descriptions of the Indentures and the
Registration Rights Agreement are qualified in their entirety
by reference to the actual agreements.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
4.1 |
Indenture, dated as of March15, 2017, among Molson Coors |
|
4.2 |
Formof 1.900% Senior Note due 2019 (included in |
|
|
4.3 |
Formof 2.250% Senior Note due 2020 (included in |
|
|
4.4 |
Indenture, dated as of March15, 2017, among Molson Coors |
|
|
4.5 |
Formof Senior Floating Rate Note due 2019 (included in |
|
|
4.6 |
Registration Rights Agreement, dated as of March15, 2017, |
About MOLSON COORS BREWING COMPANY (NYSE:TAP)
Molson Coors Brewing Company (MCBC) is a holding company that operates as a brewer. The Company has a portfolio of brands, including Carling, Coors Light, Molson Canadian and Staropramen, as well as craft and specialty beers, such as Blue Moon, Creemore Springs, Cobra and Doom Bar. The Company operates through four segments: Molson Coors Canada (MCC or Canada segment); MillerCoors LLC (MillerCoors or U.S. segment); Molson Coors Europe (Europe segment), and Molson Coors International (MCI). Its Canada segment consists of production, marketing and sales of its brands, including core brands Coors Light and the Molson brand family, as well as Carling, Coors Banquet, Rickard’s and other owned and licensed brands in Canada. Its United States segment holds interest in MillerCoors, its joint venture with SABMiller for the United States operations. Its MCI segment includes Latin America, Asia, Europe and Australia. MOLSON COORS BREWING COMPANY (NYSE:TAP) Recent Trading Information
MOLSON COORS BREWING COMPANY (NYSE:TAP) closed its last trading session up +0.79 at 97.90 with 981,482 shares trading hands.
