TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277183
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 20, 2024)
€800,000,000
Molson Coors Beverage Company
3.800% Senior Notes due 2032
Molson Coors Beverage Company is offering €800,000,000 aggregate
principal amount of 3.800% Senior Notes due 2032, which we refer to herein as
the "notes." Interest on the notes is payable on June 15 of each year,
commencing on June 15, 2024. The notes will mature on June 15, 2032. Unless
the context otherwise indicates, references in this prospectus supplement to
"Molson Coors," "MCBC," the "Company," "we," "us" and "our" are to Molson
Coors Beverage Company and its subsidiaries. References in this prospectus
supplement to "$," "dollars" and "U.S. dollars" are to the lawful currency of
the United States. References to "€" and "euro" are to the lawful
currency of the member states of the European Monetary Union that have adopted
the euro as their currency. References to "CAD" are to the lawful currency of
Canada.
We may redeem some or all of the notes at the times and at the applicable
prices discussed under "Description of the Notes - Optional Redemption." As
described under "Description of the Notes - Repurchase Upon Change of Control
Triggering Event," if a Change of Control Triggering Event (as defined in
"Description of the Notes - Repurchase Upon Change of Control Triggering
Event") occurs with respect to the notes, we will be required to make an offer
to repurchase the notes from holders at a purchase price equal to 101% of the
aggregate principal amount of the notes repurchased, plus accrued and unpaid
interest, if any, thereon to, but excluding, the date of purchase, unless we
have previously exercised our right to redeem the notes. In addition, we may
redeem all, but not part, of a series of the notes in the event of certain
changes in the tax laws of the United States, as described under the heading
"Description of the Notes - Redemption for Tax Reasons."
Investing in the notes involves risks. See "Risk Factors" beginning on page
S-8
for a discussion of certain risks that should be considered in connection with
an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Public offering Underwriting Proceeds to us,
price discounts and before expenses
(1) commissions
Per note 99.867 0.425 99.442
% % %
Total € 798,936,000 € 3,400,000 € 795,536,000
(1)
Plus accrued interest, if any, from May 29, 2024, if settlement occurs after
that date.
The notes will be issued only in fully registered form, without coupons, and
in minimum denominations of €100,000 principal amount and integral
multiples of €1,000 above that amount.
Currently, there is no existing public market for the notes. We intend to
apply to list the notes on the New York Stock Exchange. The listing
application will be subject to approval by the New York Stock Exchange.
The notes will be ready for delivery in book-entry form only through the
facilities of Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream Banking,
societe anonyme
("Clearstream"), in each case on or about May 29, 2024, which is the fourth
London business day following the date of this prospectus supplement.
Joint Book-Running Managers
Citigroup
BofA Securities
Goldman Sachs & Co. LLC
BMO Capital Markets
J.P. Morgan
RBC Capital Markets
Scotiabank
Senior Co-Managers
Capital One Securities
Mizuho
Siebert Williams Shank
UniCredit
US Bancorp
Co-Managers
ING
Lloyds Securities
Morgan Stanley
PNC Capital Markets LLC
The date of this prospectus supplement is May 22, 2024.
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TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT S-iv
MARKET AND INDUSTRY DATA S-v
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS S-v
SUMMARY S-1
RISK FACTORS S-8
CURRENCY CONVERSION S-14
USE OF PROCEEDS S-15
CAPITALIZATION S-16
DESCRIPTION OF THE NOTES S-17
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS S-35
UNDERWRITING S-42
LEGAL MATTERS S-46
EXPERTS S-46
WHERE YOU CAN FIND MORE INFORMATION S-46
INFORMATION INCORPORATED BY REFERENCE S-46
Prospectus
Page
ABOUT THIS PROSPECTUS 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 2
RISK FACTORS 3
OUR COMPANY 4
USE OF PROCEEDS 5
DESCRIPTION OF CAPITAL STOCK 6
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES 12
DESCRIPTION OF DEPOSITARY SHARES 13
DESCRIPTION OF WARRANTS 16
DESCRIPTION OF PURCHASE CONTRACTS 17
DESCRIPTION OF UNITS 18
PLAN OF DISTRIBUTION 19
LEGAL MATTERS 21
EXPERTS 21
WHERE YOU CAN FIND MORE INFORMATION 21
INFORMATION INCORPORATED BY REFERENCE 21
Neither we nor the underwriters have authorized any other person to provide
you with information different from that contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectus or
in any free writing prospectus that we may provide to you. We and the
underwriters take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give. We and the
underwriters are offering to sell and are seeking offers to buy our notes only
in jurisdictions where offers and sales are permitted. The information
contained in or incorporated by reference into this prospectus supplement and
the accompanying prospectus is accurate only as of the date such information
is presented regardless of the time of delivery of this prospectus supplement
and the accompanying prospectus or any sale of our notes. Our business,
financial condition, results of operations and prospects may have changed
since such date.
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Notice to Prospective Investors in the European Economic Area ("EEA")
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a "retail investor" means a person
who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/ 65/EU (as amended, "MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II or
(iii) not a qualified investor as defined in Article 2(e) of Regulation (EU)
2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the EEA has been prepared; therefore,
offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II Product Governance/Professional Investors and ECPs Only Target Market
Solely for the purposes of the manufacturers' product approval process, the
target market assessment in respect of the notes has led to the conclusion
that: (i) the target market for the notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of such notes to eligible counterparties and professional
clients are appropriate. The target market and distribution channel(s) may
vary in relation to sales outside the EEA in light of local regulatory regimes
in force in the relevant jurisdiction. Any person subsequently offering,
selling or recommending such notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of such notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate
distribution channels.
For the purposes of the foregoing, the expression "offering" includes the
communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe for the notes.
This prospectus supplement and the accompanying prospectus has been prepared
on the basis that any offer of notes in any member state of the EEA that is
subject to the EU Prospectus Regulation will be made pursuant to an exemption
under the EU Prospectus Regulation from the requirement to publish a
prospectus for offers of notes. This prospectus supplement and the
accompanying prospectus is not a prospectus for the purposes of the EU
Prospectus Regulation.
Notice to Prospective Investors in the United Kingdom ("U.K.")
U.K. PRIIPs Regulation/Prohibition of Sales to U.K. Retail Investors
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the U.K. For these purposes, a "retail investor" means a person
who is one (or more) of: (i) a retail client as defined in point (8) of
Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, "FSMA") and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, where that customer would not
qualify as a professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the
EUWA or (iii) not a qualified investor as defined in Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA (the "U.K. Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No. 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "U.K. PRIIPs Regulation") for offering
or selling the notes or otherwise making them available to retail investors in
the U.K. has been prepared; therefore, offering or selling the notes or
otherwise making them available to any retail investor in the U.K. may be
unlawful under the U.K. PRIIPs Regulation.
S-ii
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U.K. MIFIR Product Governance/Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the notes has led to the conclusion
that: (i) the target market for the notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms
part of domestic law of the U.K. by virtue of the EUWA ("U.K. MiFIR") and (ii)
all channels for distribution of the notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering,
selling or recommending the notes (an "U.K. distributor") should take into
consideration the manufacturers' target market assessment; however, an U.K.
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "U.K. MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the
notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
For the purposes of the foregoing, the expression "offering" includes the
communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe for the notes.
This prospectus supplement and the accompanying prospectus have been prepared
on the basis that any offer of the notes in the U.K. will be made pursuant to
an exemption under U.K. Prospectus Regulation from a requirement to publish a
prospectus for offers of securities. This prospectus supplement is not a
prospectus for the purpose of the U.K. Prospectus Regulation.
IN CONNECTION WITH THE OFFERING OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED
(OR PERSON(S) ACTING ON BEHALF OF CITIGROUP GLOBAL MARKETS LIMITED) MAY
OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS, FOR A LIMITED PERIOD AFTER THE
ISSUE DATE, WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO
ASSURANCE THAT CITIGROUP GLOBAL MARKETS LIMITED OR PERSONS ACTING ON ITS
BEHALF WILL UNDERTAKE ANY SUCH STABILIZING ACTION. ANY SUCH STABILIZING
ACTION, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY CITIGROUP GLOBAL MARKETS LIMITED (OR
PERSONS ACTING ON BEHALF OF CITIGROUP GLOBAL MARKETS LIMITED) IN ACCORDANCE
WITH APPLICABLE LAWS AND RULES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING" IN THIS PROSPECTUS SUPPLEMENT.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering of the notes
and also adds to and updates information contained in the accompanying
prospectus, and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. The second part is the
accompanying prospectus, dated February 20, 2024, which is part of our
Registration Statement on Form S-3, and which gives more general information,
some of which may not apply to this offering of notes. Generally, when we
refer to this prospectus, we are referring to both parts of this document
combined. To the extent there is a conflict between the information contained
in the accompanying prospectus and this prospectus supplement, you should rely
on the information in this prospectus supplement;
provided that
if any statement in one of these documents is inconsistent with a statement in
another document having a later date - for example, a document incorporated by
reference in the accompanying prospectus or this prospectus supplement - the
statement in the document having the later date modifies or supersedes the
earlier statement.
As permitted by the rules and regulations of the Securities and Exchange
Commission ("SEC"), the registration statement of which the accompanying
prospectus forms a part includes additional information not contained in the
accompanying prospectus. You may read the registration statement and the other
reports we file with the SEC at the SEC's website or at the SEC's offices
described below under the heading "Where You Can Find More Information."
You should read this prospectus supplement along with the accompanying
prospectus and the documents incorporated by reference carefully before you
decide whether to invest. These documents contain important information you
should consider when making your investment decision. This prospectus
supplement contains information about the securities offered in this offering
and may add, update or change information in the accompanying prospectus.
We reserve the right to withdraw this offering of the notes at any time, and
we and the underwriters reserve the right to reject any commitment to
subscribe for the notes, in whole or in part, and to allot to you less than
the full amount of the notes subscribed for by you. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction
where the offer or sale is not permitted.
This prospectus supplement, the accompanying prospectus or the documents
incorporated by reference into this prospectus supplement or the accompanying
prospectus may include trademarks, service marks and trade names owned by us
or other companies. All trademarks, service marks and trade names included or
incorporated by reference in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference into this prospectus
supplement or the accompanying prospectus are the property of their respective
owners. Solely for convenience, copyrights, trademarks, service marks and
trade names referred to in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference into this prospectus
supplement or the accompanying prospectus may appear without the
(c)
,
(R)
,
TM
or SM symbols, but such references are not intended to indicate, in any way,
that we will not assert, to the fullest extent under applicable law, our
rights or the rights of the applicable owners to these copyrights, trademarks,
service marks and trade names.
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MARKET AND INDUSTRY DATA
The market and industry data used in this prospectus supplement, the
accompanying prospectus or the documents incorporated by reference into this
prospectus supplement or the accompanying prospectus are based on independent
industry publications, customers, trade or business organizations, reports by
market research firms and other published statistical information from third
parties, as well as information based on management's good faith estimates,
which we derive from our review of internal information and independent
sources. Although we believe these sources to be reliable, we have not
independently verified the accuracy or completeness of the information.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference into this prospectus supplement or
the accompanying prospectus include "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Statements that refer to projections of our future financial performance, our
anticipated growth and trends in our businesses, and other characterizations
of future events or circumstances are forward-looking statements, and include,
but are not limited to, statements under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the reports that we have
filed with the SEC and incorporated by reference herein, with respect to
expectations of cost inflation, limited consumer disposable income, consumer
preferences, overall volume and market share trends, pricing trends, industry
forces, cost reduction strategies, shipment levels and profitability, the
sufficiency of capital resources, anticipated results, expectations for
funding future capital expenditures and operations, effective tax rate, debt
service capabilities, timing and amounts of debt and leverage levels,
Preserving the Planet and related environmental initiatives and expectations
regarding future dividends and share repurchases. In addition, statements that
we make in this prospectus supplement, the accompanying prospectus and the
documents incorporated into this prospectus supplement or the accompanying
prospectus by reference that are not statements of historical fact may also be
forward-looking statements. Words such as "expects," "intend," "goals,"
"plans," "believes," "continues," "may," "anticipate," "seek," "estimate,"
"outlook," "trends," "future benefits," "potential," "projects," "strategies,"
and variations of such words and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to be materially different from those indicated (both
favorably and unfavorably). These risks and uncertainties include, but are not
limited to those described under the heading "Risk Factors" in this prospectus
supplement, the documents incorporated by reference in this prospectus
supplement, the accompanying prospectus and in any of our other public
filings, and those described from time to time in our future reports filed
with the SEC. Caution should be taken not to place undue reliance on any such
forward-looking statements. Forward-looking statements speak only as of the
date when made and we undertake no obligation to update any forward-looking
statement, whether as a result of new information, future events or otherwise,
except as required by applicable law.
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SUMMARY
The following summary highlights selected information about us contained
elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary does not contain all of the information
you should consider before deciding whether to invest in the notes. You should
review this entire prospectus supplement and the accompanying prospectus
carefully, including the risks of investing in the notes described under the
heading "Risk Factors" in this prospectus supplement, as well as our
consolidated financial statements and notes thereto and other information
incorporated by reference in this prospectus supplement and the accompanying
prospectus.
Our Company
For over two centuries, we have been brewing beverages that unite people to
celebrate all life's moments. From our core power brands
Coors Light
,
Miller Lite
,
Coors Banquet
,
Molson Canadian
,
Carling
and
O~ujsko
to our above premium brands including
Madri
,
Staropramen
,
Blue Moon Belgian White
and
Leinenkugel's Summer Shandy
, to our economy and value brands like
Miller High Life
and
Keystone
, we produce many beloved and iconic beer brands. While our Company's history
is rooted in beer, we offer a modern portfolio that expands beyond the beer
aisle as well, including flavored beverages like
Vizzy Hard Seltzer
, spirits like
Five Trail
whiskey as well as non-alcoholic beverages. As a business, our ambition is to
be the first choice for our people, our consumers and our customers, and our
success depends on our ability to make our products available to meet a wide
range of consumer segments and occasions.
In October 2023, we announced our Acceleration Plan, building off the
successes achieved under the Revitalization Plan. The Acceleration Plan
focuses on the execution of the following principal strategies: consistently
grow our core power brand net sales, aggressively premiumize our portfolio,
scale and expand in beyond beer, invest in our capabilities and support our
people, communities and planet.
Industry Overview
The brewing industry has significantly evolved over the years to become an
increasingly global and complex market as the consolidation of brewers
globally has resulted in a small number of large global brewers representing
the majority of the worldwide beer market. In addition to the consolidation of
brewers and the acquisitive nature of the industry, exports, licensing and
partnership arrangements continue to be used and these transactions typically
occur between the same global competitors that make up the majority of the
market. While the market is dominated by a small number of large global
brewers, smaller local brewers continue to inhabit the market as consumers
place value on locally-produced, regionally-sourced products from time to time.
Consumer trends and preferences continue to evolve. During 2023, in the U.S.,
we saw a shift in consumer purchasing behavior largely within the premium
segment that drove an increase in our core power brands' net sales. In
addition, consumers continue to push the industry toward above premium
products, including flavored beverages, imports and beyond beer altogether. As
the beer industry continues its diversification of its products to meet
consumer demand with broadening preferences, we believe large global brewers
are uniquely positioned to leverage the scale, depth of product portfolio and
industry knowledge to continue to lead the market forward. We believe we are
well positioned to compete in this continually evolving market, particularly
in beer, flavor and beyond.
Our Segments
Our reporting segments include the Americas and EMEA&APAC. Our Americas
segment operates in the U.S., Canada and various countries in the Caribbean,
Latin and South America. Our EMEA&APAC segment operates in Bulgaria, Croatia,
Czech Republic, Hungary, Montenegro, the Republic of Ireland, Romania, Serbia,
the U.K., various other European countries and certain countries within the
Middle East, Africa and Asia Pacific regions. A separate operating team
manages each segment and each segment manufactures, markets, distributes and
sells beer as well as offers a modern and growing portfolio that expands
beyond the beer aisle. No single customer accounted for more than 10% of our
consolidated net sales for the years ended December 31, 2023, 2022 or 2021.
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Americas Segment.
Our Americas segment consists of the production, importing, marketing,
distribution and sales of our brands as well as other owned and licensed
brands in the U.S., Canada and various countries in the Caribbean, Latin and
South America. We currently operate nine primary breweries, nine craft
breweries and two container operations. We are North America's oldest beer
company and the second largest brewer by volume in North America, representing
approximately 23% of the total 2023 North America beer market, which is the
largest region of our Americas segment. The Americas segment also includes
partnership arrangements with Brewers' Retail Inc. for the distribution of
beer in Ontario, Canada, and Brewers' Distributor Ltd. for the distribution of
beer in the western provinces of Canada. In addition, we have an agreement
with Heineken that grants us the right to produce, import, market, distribute
and sell certain Heineken products in Canada. We also have authorizations from
The Coca-Cola Company that grant us the right to produce, market, sell and
distribute
Topo Chico Hard Seltzer
and
Simply Spiked
branded products in the U.S. and Canada, and
Peace Hard Tea
branded products in the U.S.
We have agreements to brew, package and ship products for Pabst Brewing
Company, LLC ("Pabst"), The Yuengling Company in the U.S. and an agreement
with Labatt USA Operating Co, LLC to brew and package certain Labatt brands in
Canada for export. The agreement with Pabst ends on December 31, 2024 and is
expected to wind down through that time period.
EMEA&APAC Segment.
The EMEA&APAC segment consists of the production, marketing and sales of our
primary brands as well as other owned and licensed brands in Bulgaria,
Croatia, Czech Republic, Hungary, Montenegro, the Republic of Ireland,
Romania, Serbia, the U.K., various other European countries and certain
countries within the Middle East, Africa and Asia Pacific regions. We
currently operate eleven primary breweries, four craft breweries and one
cidery. Our EMEA&APAC segment is Europe's second largest brewer by volume, on
a combined basis, within the countries in which we operate, with an
approximate aggregate 18% market share (excluding factored products which are
beverage brands owned by other companies but sold and delivered to retail by
us) in 2023. The majority of our EMEA&APAC segment sales are in the U.K.,
Croatia, Czech Republic and Romania with the U.K. representing over 55% of the
segment's net sales in 2023.
Our portfolio includes beers that have the largest share in their respective
countries, such as
Carling
in the U.K.,
O~ujsko
in Croatia and
Niksicko
in Montenegro. We have beers that rank in the top five in market share in
their respective segments throughout the region, such as
Staropramen
in the Czech Republic,
Bergenbier
in Romania,
Jelen
in Serbia,
Borsodi
in Hungary and
Kamenitza
in Bulgaria. Additionally, we sell
Staropramen, Coors
,
Madri
and
Miller Genuine Draft
in various countries. Our EMEA&APAC segment includes the sale of factored
brands and our consolidated joint venture arrangement for the production and
distribution of
Cobra
brands in the U.K.
Unallocated.
We have certain activity that is not allocated to our segments, and primarily
includes financing-related costs such as interest expense and income, foreign
exchange gains and losses on intercompany balances, realized and unrealized
changes in fair value on instruments not designated in hedging relationships
related to financing and other treasury-related activities and the unrealized
changes in fair value on our commodity swaps not designated in hedging
relationships recorded within cost of goods sold, which are later reclassified
when realized to the segment in which the underlying exposure resides.
Additionally, only the service cost component of net periodic pension and
other postretirement benefit plans cost is reported within each operating
segment and all other components remain unallocated.
Our Products
We craft and distribute high-quality, innovative beverages with the purpose of
uniting people to celebrate all life's moments. We have a diverse portfolio of
beloved and iconic owned and partner brands including our core power brands of
Coors Light, Miller Lite, Coors Banquet, Molson Canadian, Carling
and
O~ujsko
. We continue to invest in and focus on growing these brands. In addition to
these brands, we offer products in various categories like flavored malt
beverages (which includes hard seltzers), craft, ready to drink beverages,
spirits and energy beverages as well as beers in various price segments. We
categorize our brands globally for consistency of reporting based on the
following price segments: Above Premium, Premium and Economy. For example, our
Above Premium classification includes brands that are sold at a price point
higher than the market average. Price segment classifications may vary between
the Americas and
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EMEA&APAC segments and the naming conventions and classifications may be
different in the various countries that we operate based on local terminology.
The following presents the primary brands sold:
Owned Brands
Above Premium Brands
-
Aspall Cider, Blue Moon, Coors Original, Five Trail, Hop Valley
brands
, Leinenkugel's
brands
, Madri, Miller Genuine Draft, Molson Ultra
,
Sharp's, Staropramen, Vizzy Hard Seltzer
Premium
-
Bergenbier, Borsodi, Carling, Coors Banquet, Coors Light, Jelen, Kamenitza,
Miller Lite, Molson Canadian
brands
, Niksicko, O~ujsko
Economy
- Branik, Icehouse, Keystone, Miller High Life, Milwaukee's Best, Steel Reserve
Partner Brands
Our partner brands are licensed through various agreements with third parties,
such as license, distribution, partnership and joint venture agreements and
include:
Arnold Palmer Spiked, Beck's, Blue Run, Cobra, Corona Extra, Heineken,
Lowenbrau, Peroni Nastro Azurro, Pilsner Urquell, Redd's
brands
, Simply Spiked, Sol, Stella Artois, Topo Chico Hard Seltzer, ZOA
Corporate Information
The addresses and telephone numbers of our dual principal executive offices
are: P.O. Box 4030, BC555, Golden, Colorado 80401, (303) 279-6565 and 111
Boulevard Robert-Bourassa, 9
th
Floor, Montreal, Quebec, Canada H3C 2M1, (514) 521-1786. Our website address
is www.molsoncoors.com. Information contained on our website is not
incorporated by reference in this prospectus supplement or the accompanying
prospectus and you should not consider information contained on our website as
part of this prospectus supplement or the accompanying prospectus.
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The Offering
The following summary contains basic information about the notes and is not
intended to be complete. It does not contain all the information that is
important to you. For a more complete understanding of the notes, please refer
to the section of this prospectus supplement entitled "Description of the
Notes." In this section of this prospectus supplement, the terms "we," "us"
and "our" refer to Molson Coors Beverage Company and not its subsidiaries.
Issuer
Molson Coors Beverage Company
Notes Offered
€800,000,000 aggregate principal amount of 3.800% Senior Notes due 2032
Maturity Date
June 15, 2032
Optional Redemption
We may, at our option, at any time and from time to time redeem all or any
portion of the notes at any time prior to March 15, 2032 (the "Par Call Date")
at the applicable price discussed under "Description of the Notes - Optional
Redemption."
The notes will be redeemable, in whole or in part, at our option at any time
from time to time on or after the Par Call Date, at a redemption price equal
to 100% of the principal amount of the notes being redeemed, plus accrued and
unpaid interest to, but excluding, the date of redemption.
Interest
The notes will bear interest from May 29, 2024 at the rate of 3.800% per annum.
Interest Payment Dates
Interest on the notes is payable on June 15 of each year, commencing on June
15, 2024.
Additional Amounts
Subject to certain exceptions and limitations set forth herein, we will pay
additional amounts as may be necessary to ensure that every net payment on a
note to a holder, after deduction or withholding by us or any of our paying
agents 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 (as defined under the heading "Description of the
Notes - Payment of Additional Amounts"), will not be less than the amount
provided in such note to be then due and payable. See "Description of the
Notes - Payment of Additional Amounts."
Redemption for Tax Reasons
We may redeem all, but not part, of a series of the notes in the event of
certain changes in the tax laws of the Relevant Jurisdiction. This redemption
would be at 100% of the principal amount, together with accrued and unpaid
interest on the notes to the date fixed for redemption. See "Description of
the Notes - Redemption for Tax Reasons."
Repurchase Upon Change of Control Triggering Event
If a Change of Control Triggering Event occurs with respect to the notes, we
will be required to offer to repurchase the notes at a price equal to 101% of
the aggregate principal amount of the notes repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the date of repurchase, unless we
have previously exercised our right to redeem the notes. See "Description of
the Notes - Repurchase Upon Change of Control Triggering Event."
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Guarantees
The notes will be guaranteed jointly and severally on a full and unconditional
senior unsecured basis by the "Guarantors" as defined under "Description of
the Notes - Certain Definitions." The Guarantors also guarantee our
obligations under our existing credit facilities and our existing notes.
Ranking
The notes and the guarantees will be our and the Guarantors' senior unsecured
obligations and will rank pari passu with all of our and the Guarantors' other
unsubordinated debt and senior to all of our and the Guarantors' future
subordinated debt. The notes will be structurally subordinated to all present
and future debt and other obligations of our subsidiaries that are not
Guarantors. The notes and the guarantees will be effectively junior to our and
the Guarantors' current and future secured obligations to the extent of the
assets securing such obligations.
Use of Proceeds
We estimate that the net proceeds from this offering, after deducting
estimated fees and expenses and the underwriters' discounts, will be
approximately €793.5 million.
We intend to use the proceeds of this offering for general corporate purposes
including the repayment of the EUR 800,000,000 principal amount of the 2016
Notes issued on July 7, 2016 upon maturity. See "Use of Proceeds."
Covenants
The indenture pursuant to which the notes will be issued will contain certain
covenants that will, among other things, restrict our and certain of our
subsidiaries' ability to:
.
incur certain debt secured by liens;
.
engage in certain sale-leaseback transactions; and
.
consolidate, merge or transfer all or substantially all of our assets.
These covenants will be subject to significant exceptions. See "Description of
the Notes - Certain Restrictions" and "Description of the Notes - Merger,
Consolidation or Sale of Assets."
No Prior Market
The notes are new securities and there is currently no established trading
market for the notes. Although the underwriters have informed us that they
intend to make a market in the notes, they are not obligated to do so and may
discontinue market making activities at any time without notice. Accordingly,
we cannot assure you that a liquid market for the notes will develop or be
maintained. We intend to apply for the notes to be listed and admitted to
trading on the New York Stock Exchange. We cannot assure you that such
application will be approved.
Currency of Payments
All payments of interest and principal, including payments made upon any
redemption of the notes will be payable in euro. If, on or after the date of
this prospectus supplement, the euro is unavailable to us due to the
imposition of exchange controls or other circumstances beyond our control or
if the euro is no longer used by the then member states of the European
Monetary Union that have adopted the euro as their currency or for the
settlement of transactions by public institutions of or within the
international banking community, then all payment in respect of the notes will
be made in U.S. dollars until the euro is again available to us or so
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used. The amount payable on any date in euro will be converted into U.S.
dollars on the basis of the most recently available market exchange rate for
euro.
Trustee, Registrar and Transfer Agent
The Bank of New York Mellon Trust Company, N.A.
Paying Agent
The Bank of New York Mellon, London Branch
Governing Law
State of New York
Risk Factors
See "Risk Factors" beginning on page S-8 of this prospectus supplement and
those risk factors incorporated by reference in this prospectus supplement and
the accompanying prospectus for a discussion of factors you should consider
carefully before investing in the notes.
Settlement
It is expected that delivery of the notes will be made against payment
therefor on or about May 29, 2024, which is the fourth business day following
the date hereof (such settlement cycle being referred to as "T+4"). Under Rule
15c6-1 under the Exchange Act, trades in the secondary market generally are
required to settle in two business days unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the notes
prior to the second business day before settlement will be required, by virtue
of the fact that the notes initially will settle in T+4, to specify an
alternative settlement cycle at the time of any such trade to prevent failed
settlement. Such purchasers should consult their own advisors.
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Summary Historical Consolidated Financial Data
The summary historical consolidated financial data of Molson Coors as of
December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and
2021 are derived from our audited consolidated financial statements appearing
in our Annual Report on Form 10-K for the year ended December 31, 2023, filed
with the SEC on February 20, 2024, which is incorporated by reference in this
prospectus supplement. The data as of March 31, 2024 and for the three months
ended March 31, 2024 and 2023 are derived from our unaudited condensed
consolidated financial statements appearing in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2024, filed with the SEC on April 30,
2024, which is incorporated by reference in this prospectus supplement. The
summary historical consolidated balance sheet data as of December 31, 2021 and
March 31, 2023 are derived from our consolidated financial statements not
included or incorporated in this prospectus supplement.
The following data should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in our Annual
Report on Form 10-K for year ended December 31, 2023 and our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2024, which are incorporated by
reference into this prospectus supplement, and the historical consolidated
financial statements and the related notes contained in such reports. Our
historical consolidated financial data may not be indicative of the results of
operations or financial position to be expected in the future.
Molson Coors Beverage Company and Subsidiaries
Year Ended December 31, Three Months
Ended March 31,
2021 2022 2023 2023 2024
Consolidated Statements of Operations
:
Net sales $ 10,279.7 $ 10,701.0 $ 11,702.1 $ 2,346.3 $ 2,596.4
Net income (loss) attributable to Molson Coors $ 1,005.7 $ (175.3 $ 948.9 $ 72.5 $ 207.8
Beverage Company )
Molson Coors Beverage
Company and Subsidiaries
As of As of March 31,
December 31,
2021 2022 2023 2023 2024
Consolidated
Balance Sheets:
Total $ 27,619.0 $ 25,868.3 $ 26,375.1 25,852.5 $ 26,072.3
assets
Current portion of long-term $ 514.9 $ 397.1 $ 911.8 412.7 $ 905.5
debt and short-term borrowings
Long-term $ 6,647.2 $ 6,165.2 $ 5,312.1 6,177.7 $ 5,312.2
debt
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RISK FACTORS
An investment in our notes involves a high degree of risk. Prior to making a
decision about investing in our notes, you should carefully consider the
following risks and uncertainties, as well as those discussed under the
caption "Risk Factors" in the accompanying prospectus and in our
Annual Report on Form 10-K for the year ended December 31, 2023
. If any of the risks described in this prospectus supplement or accompanying
prospectus, or the risks described in any documents incorporated by reference
in this prospectus supplement or the accompanying prospectus, actually occur,
our business, prospects, financial condition or operating results could be
harmed. In such case, the trading price of our notes could decline, and you
may lose all or part of your investment.
Risks Related to the Notes and this Offering
The notes are subject to prior claims of our secured creditors and the
creditors of our non-guarantor subsidiaries, and if a default occurs we may
not have sufficient funds to fulfill our obligations under the notes.
The notes are our unsubordinated general obligations, ranking equally with our
other unsubordinated indebtedness and liabilities but effectively subordinated
to any secured indebtedness to the extent of the value of the assets securing
such indebtedness and structurally subordinated to the debt and other
liabilities of our non-guarantor subsidiaries. The indenture governing the
notes permits us and our subsidiaries to incur secured debt under specified
circumstances. If we incur any secured debt, our assets and the assets of our
subsidiaries securing such debt will be subject to prior claims by our secured
creditors. In the event of our bankruptcy, liquidation, reorganization or
other winding up, assets that secure debt will be available to pay obligations
on the notes only after all debt secured by those assets has been repaid in
full. Holders of the notes will participate in our remaining assets ratably
with all of our unsecured and unsubordinated creditors, including our trade
creditors. Additionally, our right to receive assets from any of our
non-guarantor subsidiaries upon its bankruptcy, liquidation or reorganization,
and the right of holders of the notes to participate in those assets, is
structurally subordinated to claims of that subsidiary's creditors, including
trade creditors.
If we incur any additional obligations that rank equally with the notes,
including trade payables, the holders of those obligations will be entitled to
share ratably with the holders of the notes in any proceeds distributed to
unsecured and unsubordinated creditors upon our insolvency, liquidation,
reorganization, dissolution or other winding up. This may have the effect of
reducing the amount of proceeds paid to you. If there are not sufficient
assets remaining to pay all of these creditors, all or a portion of the notes
then outstanding would remain unpaid.
As of March 31, 2024, after giving effect to this offering and the repayment
of our existing €800.0 million notes upon maturity in July 2024, we would
have had outstanding long term and short term indebtedness of approximately
$6.2 billion that ranks equally with the notes and no secured indebtedness
outstanding. As of March 31, 2024, our non-guarantor subsidiaries would have
had approximately $92.7 million of outstanding indebtedness, excluding $4.1
billion of intercompany debt.
The notes will not be guaranteed by all of our subsidiaries and will be
structurally subordinated to the debt of our non-guarantor subsidiaries, which
means that creditors of these non-guarantor subsidiaries will be paid from the
assets of those entities before holders of the notes would have any claims to
those assets.
The notes will not be guaranteed by all of our subsidiaries and will be
structurally subordinated to the debt of our non-guarantor subsidiaries, which
means that creditors of these non-guarantor subsidiaries will be paid from the
assets of those entities before holders of the notes would have any claims to
those assets. Although the notes will be fully and unconditionally guaranteed
on a senior unsecured basis by certain of our existing and future domestic
subsidiaries, they will not be guaranteed by our other subsidiaries, including
our foreign subsidiaries, each of which may guarantee our other debt in the
future. The notes will be effectively subordinated to all debt and other
liabilities, including trade debt and preferred share claims, of our
non-guarantor subsidiaries. In addition, although they will not guarantee the
notes, these non-guarantor subsidiaries may, in certain circumstances,
guarantee our future debt obligations to the extent the guarantee would not
constitute a fraudulent conveyance, result in adverse tax consequences to us
or violate applicable
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local law. Furthermore, certain of these non-guarantor subsidiaries have
guaranteed the obligations of certain non-U.S. borrowers under our revolving
multi-currency credit facilities.
We are a holding company and depend on our subsidiaries to satisfy our cash
needs, including to make payments on the notes.
Our operations are substantially conducted through our subsidiaries. As a
result, the cash flow and the consequent ability to service our indebtedness,
including the notes, is in large part dependent upon the earnings of our
subsidiaries and the distribution of those earnings to us or upon the payment
of funds to us by those subsidiaries. Our subsidiaries are separate and
distinct legal entities and, except for our subsidiaries that guarantee the
notes, have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the notes or to make funds available to us, whether by dividends,
loans or other payments, except to the extent that there are enforceable
inter-company obligations created in the future. In addition, the payment of
dividends and the making of loans and advances to us by our subsidiaries may
be subject to contractual or statutory restrictions, are contingent upon the
earnings of those subsidiaries and are subject to various business
considerations.
In addition, our ability to repatriate cash generated by our foreign
operations or borrow from our foreign subsidiaries may be limited by tax,
foreign exchange or other laws. Foreign tax laws may affect our ability to
repatriate cash from foreign subsidiaries. Foreign earnings that have been
repatriated may be subject to withholding requirements for foreign taxes. Cash
we hold in foreign entities may become subject to exchange controls that
prevent such cash from being converted into other currencies, including U.S.
dollars. If our ability to repatriate cash generated by our foreign operations
or borrow from our foreign subsidiaries is limited by tax, foreign exchange or
other laws, our ability to make payments on our debt, including amounts due
under the notes, would be harmed.
The indenture does not limit the amount of unsecured indebtedness that we and
our subsidiaries may incur.
The indenture under which the notes will be issued does not limit the amount
of unsecured indebtedness that we and our subsidiaries may incur. In addition,
the indenture will permit us to incur additional secured indebtedness under
specified circumstances. The indenture does not contain any financial
covenants or other provisions that would afford the holders of the notes any
substantial protection in the event we participate in a highly leveraged
transaction. The incurrence of additional debt by us or any of our
subsidiaries may have important consequences for holders of the notes,
including making it more difficult for us to satisfy our obligations under the
notes, decreasing the market value of the notes and increasing the risk that
the credit rating of the notes is lowered or withdrawn.
The interests of our equity holders may be in conflict with the interests of
holders of the notes.
Circumstances may occur in which the interests of our equity holders could be
in conflict with the interests of the holders of our debt. Equity holders may
have an interest in pursuing transactions that, in their judgment, enhance the
value of their equity investment, even though those transactions may involve
risks to the holders of our debt.
Changes in our credit ratings may adversely affect the value of the notes.
We cannot provide assurance as to the credit ratings that may be assigned to
the notes or that any such credit ratings will remain in effect for any given
period of time or that any such ratings will not be lowered, suspended or
withdrawn entirely by the rating agencies, if, in each rating agency's
judgment, circumstances warrant such an action. Further, any such ratings will
be limited in scope and will not address all material risks relating to an
investment in the notes, but rather will reflect only the view of each rating
agency at the time the rating is issued. An explanation of the significance of
such rating may be obtained from such rating agency. Actual or anticipated
changes or downgrades in our credit ratings, including any announcement that
our ratings are under further review for a downgrade, could adversely affect
the market value of the notes and increase our corporate borrowing costs.
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Failure to comply with our debt covenants or a deterioration in our credit
rating could have an adverse effect on our ability to obtain future financing
at competitive rates and/or our ability to refinance our existing indebtedness.
Under the terms of each of our credit facilities, we must comply with certain
restrictions. These include restrictions on priority indebtedness (certain
threshold percentages of secured consolidated net tangible assets), leverage
thresholds, liens, and restrictions on certain types of sale lease-back
transactions and transfers of assets. Failure to comply with these
restrictions or maintain our credit rating may result in issues with our
current financing structure and potential future financing requirements. A
deterioration in our credit rating could also affect our ability to obtain
future financing or refinance our current debt, as well as increase our
borrowing rates, which could have an adverse effect on our business and
financial results.
Credit ratings assigned to the notes may not reflect all risks of an
investment in the notes.
The credit ratings assigned to the notes reflect the rating agencies' current
assessment of our ability to make payments on the notes when due.
Consequently, real or anticipated changes in any of these credit ratings will
generally affect the market value of the notes. These credit ratings, however,
may not reflect the potential impact of risks related to the structure, market
or other factors related to the value of the notes.
We may be unable to refinance our indebtedness.
We may need to refinance all or a portion of our indebtedness, including the
notes, before maturity. We cannot assure you that we will be able to refinance
any of our indebtedness, on commercially reasonable terms or at all. There can
be no assurance that we will be able to obtain sufficient funds to enable us
to repay or refinance our debt obligations on commercially reasonable terms,
or at all.
We may not be able to repurchase the notes upon a Change of Control Triggering
Event.
If a Change of Control Triggering Event occurs, unless we have exercised our
right to redeem the notes, we will be required to make an offer to repurchase
the notes in cash at the redemption prices described in this prospectus
supplement. However, we may not be able to repurchase the notes upon a Change
of Control Triggering Event because we may not have sufficient funds to do so.
We may also be required to offer to repurchase certain of our other debt upon
a change of control and such event may give rise to an event of default under
our credit facilities. In addition, agreements governing indebtedness incurred
in the future may restrict us from repurchasing the notes in the event of a
Change of Control Triggering Event. Any failure to repurchase properly
tendered notes would constitute an event of default under the indenture
governing the notes, which could, in turn, cause an acceleration of our other
indebtedness. See "Description of the Notes - Repurchase Upon Change of
Control Triggering Event."
We can enter into transactions, like recapitalizations, reorganizations,
transactions with "permitted parties" (as defined in "Description of the
Notes - Repurchase Upon Change of Control Triggering Event") and other highly
leveraged transactions, that do not constitute a change of control but that
could adversely affect the holders of the notes. The change of control
provision contained in the indenture may not necessarily afford you protection
in the event of certain important corporate events, including a reorganization,
restructuring, merger or other similar transaction involving us that may
adversely affect you, because such corporate events may not involve a shift in
voting power or beneficial ownership or, even if they do, may not constitute a
"Change of Control" as defined in the indenture. The indenture will not
contain provisions that would require the Company to offer to repurchase or
redeem the notes in the event of a reorganization, restructuring, merger,
recapitalization or similar transaction.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity, as
described under "Description of the Notes - Optional Redemption." We may
redeem the notes at times when prevailing interest rates may be relatively
low. Accordingly, you may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the notes.
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The notes will be a new class of securities for which there is no established
public trading market, and no assurance can be given as to:
.
the liquidity of any such market that may develop;
.
the ability of holders of the notes to sell their notes; or
.
the prices at which the holders of the notes would be able to sell their notes.
If such markets were to exist, the notes could trade at prices that may be
higher or lower than their principal amounts or purchase prices, depending on
many factors, including:
.
prevailing interest rates and the markets for similar securities;
.
our credit rating;
.
the terms related to redemption or repurchase of the notes;
.
the amount of our outstanding indebtedness;
.
the interest of securities dealers in making a market;
.
the remaining time to maturity of the notes;
.
general economic conditions; and
.
our financial condition, historic financial performance and future prospects.
The underwriters have advised us that they currently intend to make a market
in the notes. However, the underwriters are not obligated to do so and any
underwriter may discontinue its market making activities at any time without
notice.
We intend to apply for the notes to be listed and admitted to trading on the
New York Stock Exchange. We cannot assure you that such application will be
approved. Although no assurance is made as to the liquidity of the notes as a
result of the admission to trading on the New York Stock Exchange, failure to
be approved for listing on or the delisting of the notes from the New York
Stock Exchange may have a material effect on a holder's ability to resell the
notes in the secondary market. The liquidity of the trading market in the
notes and the market prices quoted for the notes may be adversely affected by
changes in the overall market for this type of securities and by changes in
our financial performance or prospects or in the prospects for companies in
our industry generally. As a consequence, an active trading market may not
develop for the notes, you may not be able to sell the notes, or, even if you
can sell the notes, you may not be able to sell them at an acceptable price.
The notes may not become, or remain, listed on the New York Stock Exchange.
Although we have agreed to make an application to have the notes listed and
admitted to trading on the New York Stock Exchange, we cannot assure you that
the notes will become, or remain, listed. The listing application will be
subject to approval by the New York Stock Exchange. If such a listing is
obtained, we have no obligation to maintain such listing and we may delist the
notes at any time. Although no assurance can be made as to the liquidity of
the notes as a result of listing on the New York Stock Exchange, failure to be
approved for listing or the delisting of the notes from the New York Stock
Exchange may have a material adverse effect on a holder's ability to resell
notes in the secondary market.
The guarantees of the notes may not be enforceable in certain circumstances.
The Trustee is entitled, subject to the terms of the indenture governing the
notes and provided that an event of default has occurred and is continuing, to
seek redress from each Guarantor for the guaranteed indebtedness. However,
there can be no assurance that the Trustee will, or will be able to,
effectively enforce the guarantees or that the assets of the Guarantors,
together with those of the Company, will be sufficient to satisfy our
obligations under the notes.
The creditors of the Company and the Guarantors could challenge the issuances
of any of the notes or the related guarantees and any related security as
fraudulent transfers, conveyances or preferences, transfers
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at under value or on other grounds under applicable law. A court could void
the obligations under the notes or any guarantee and any related security or
take other actions detrimental to the holders of the notes if, among other
things, it were to determine that we or the applicable Guarantor:
.
issued the notes or guarantee or related security with the intent to prefer,
defeat, hinder, delay or defraud its existing or future creditors;
.
received less than reasonably equivalent value or fair consideration in return
for issuing the notes or the guarantee or related security;
.
was insolvent or rendered insolvent by reason of issuing the notes or the
guarantee; or
.
acted in an oppressive manner, unfairly prejudicial to or unfairly disregarded
the interests of any stakeholder or other interested party.
To the extent a court voids a guarantee and any related security as a
fraudulent transfer, preference or conveyance or holds it unenforceable for
any other reason, holders of the notes would cease to have any direct claim
against the Guarantor that delivered the guarantee. If a court were to take
this action, the Guarantor's assets would be applied first to satisfy the
Guarantor's liabilities, including trade payables, and preferred stock claims,
if any, before any payment in respect of the guarantee could be made. A
Guarantor's remaining assets may not be sufficient to satisfy the claims of
holders of the notes relating to any voided portions of the guarantees and any
related security.
An investment in the notes by a purchaser whose home currency is not euros
entails significant risks.
All payments of interest on and the principal of the notes and any redemption
price for the notes will be made in euros. An investment in the notes by a
purchaser whose home currency is not euros entails significant risks. These
risks include the possibility of significant changes in rates of exchange
between the holder's home currency and euro and the possibility of the
imposition or subsequent modification of foreign exchange controls. These
risks generally depend on factors over which we have no control, such as
economic, financial and political events and the supply of and demand for the
relevant currencies. In the past, rates of exchange between the euros and
certain currencies have been highly volatile, and each holder should be aware
that volatility may occur in the future. Fluctuations in any particular
exchange rate that have occurred in the past, however, are not necessarily
indicative of fluctuations in the rate that may occur during the term of the
notes. Depreciation of the euro against the holder's home currency would
result in a decrease in the effective yield of the notes below its coupon rate
and, in certain circumstances, could result in a loss to the holder. Investing
in the notes by U.S. investors may also have important tax consequences. See
"Certain Material U.S. Federal Income Tax Considerations" for more detail.
In a lawsuit for payment on the notes, an investor may bear currency exchange
risk.
The notes and the indenture governing the notes will be governed by the laws
of the State of New York. Under New York law, a New York state court rendering
a judgment on the notes would be required to render the judgment in euros. The
judgment would be converted into U.S. dollars, however, at the exchange rate
prevailing on the date of entry of the judgment. Consequently, in a lawsuit
for payment on the notes, investors whose home currency is not euros would
bear currency exchange risk until a New York state court judgment is entered,
which could be a significant amount of time. A U.S. federal court sitting in
New York with diversity jurisdiction over a dispute arising in connection with
the notes would apply the foregoing New York law. To the extent that a
judgment is ordered in U.S. dollars, an investor would be subject to exchange
risk on the amount they receive in euros due to variation in the exchange rate
between the time of judgment and the time of collection.
In courts outside of New York, investors may not be able to obtain a judgment
in a currency other than U.S. dollars. For example, a judgment for money in an
action based on the notes in many other U.S. federal or state courts
ordinarily would be enforced in the United States only in U.S. dollars. The
indenture includes an indemnity by the Company against a deficiency due to any
such judgment, but there can be no assurance that such indemnity will be
enforced. The date used to determine the rate of conversion of euros into U.S.
dollars would depend upon various factors, including which court renders the
judgment and when the judgment is rendered.
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Trading in the clearing systems is subject to minimum denomination requirements.
The notes will be issued only in minimum denominations of €100,000 and
integral multiples of €1,000 in excess thereof. It is possible that the
clearing systems may process trades which could result in amounts being held
in denominations smaller than the minimum denominations. If definitive notes
are required to be issued in relation to such notes in accordance with the
provisions of the relevant global notes, a holder who does not have the
minimum denomination or an integral multiple of €1,000 in excess thereof
in its account with the relevant clearing system at the relevant time may not
receive all of its entitlement in the form of definitive notes unless and
until such time as its holding satisfies the minimum denomination requirement.
The notes permit us to make payments in U.S. dollars if we are unable to
obtain euro.
If the euro is unavailable to us due to the imposition of exchange controls or
other circumstances beyond our control or if the euro is no longer being used
by the then member states of the European Monetary Union that have adopted the
euro as their currency or for the settlement of transactions by public
institutions of or within the international banking community, then all
payments in respect of the notes will be made in U.S. dollars until the euro
is again available to us or so used. The amount payable on any date in euro
will be converted into U.S. dollars at the most recently available market
exchange rate for euro. Any payment in respect of the notes so made in U.S.
dollars will not constitute an event of default under the notes or the
indenture governing the notes.
The notes will initially be held in book-entry form and therefore investors
must rely on the procedures of the relevant clearing systems to exercise any
rights and remedies.
The notes will initially only be issued in global certificated form and held
through Euroclear and Clearstream. Interests in the global notes will trade in
book-entry form only, and notes in definitive registered form will be issued
in exchange for book-entry interests only in very limited circumstances.
Owners of book-entry interests will not be considered owners or holders of
notes. The common depositary for Euroclear and Clearstream, or its nominee,
will be the sole registered holder of the global notes representing the notes.
Payments of principal, interest and other amounts owing on or in respect of
the global notes representing the notes will be made to the paying agent for
the notes, which will make payments to Euroclear and Clearstream. Thereafter,
these payments will be credited to participants' accounts that hold book-entry
interests in the global notes representing the notes and credited by such
participants to indirect participants. After payment to the common depositary
for Euroclear and Clearstream, we will have no responsibility or liability for
the payment of interest, principal or other amounts to the owners of
book-entry interests. Accordingly, if investors own a book-entry interest,
they must rely on the procedures of Euroclear and Clearstream, and if
investors are not participants in Euroclear and Clearstream, they must rely on
the procedures of the participant through which they own their interest, to
exercise any rights and obligations of a holder of notes under the indenture
governing the notes.
Unlike the holders of the notes themselves, owners of book-entry interests
will not have the direct right to act upon our solicitations for consents,
requests for waivers or other actions from holders of the notes. Instead, if
an investor owns a book-entry interest, they will be permitted to act only to
the extent they have received appropriate proxies to do so from Euroclear and
Clearstream. The procedures implemented for the granting of such proxies may
not be sufficient to enable such investor to vote on a timely basis.
Similarly, upon the occurrence of an event of default under the indenture
governing the notes, unless and until definitive registered notes are issued
in respect of all book-entry interests, if investors own book-entry interests,
they will be restricted to acting through Euroclear and Clearstream. The
procedures to be implemented through Euroclear and Clearstream may not be
adequate to ensure the timely exercise of rights under the Notes. See
"Description of the Notes - Book-Entry, Clearance and Settlement."
Risks Related to our Business
For risks related to our business, please see our Annual Report on Form 10-K
for the year ended December 31, 2023, which is incorporated by reference
herein.
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CURRENCY CONVERSION
On March 29, 2024, the Euro/U.S. dollar spot exchange rate was €1.00=
$1.0790, as published by Bloomberg.
Investors will be subject to foreign exchange risks as to payments of
principal and interest that may have important economic and tax consequences
to them. See "Risk Factors - Risks Related to the Notes and this Offering" for
a discussion of some of these risks.
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USE OF PROCEEDS
We estimate that the net proceeds from this offering, after deducting
estimated fees and expenses and the underwriters' discounts and commissions,
will be approximately €793.5 million (or approximately $856.1
million using the Euro/U.S. dollar spot exchange rate of €1.00=/$1.0790
on March 29, 2024, as published by Bloomberg).
We intend to use all the net proceeds of the offering for general corporate
purposes including the repayment of the €800.0 million notes issued on
July 7, 2016 upon maturity in July 2024 (or approximately $863.2 million using
the Euro/U.S. dollar spot exchange rate of €1.00=$1.0790 on March 29,
2024, as published by Bloomberg). The net proceeds from this offering will not
be deposited into an escrow account and you will not receive a security
interest in such proceeds.
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CAPITALIZATION
The table below sets forth our cash and cash equivalents and capitalization as
of March 31, 2024:
.
on an actual basis; and
.
on an adjusted basis to give effect to the offering of the notes, deducting
underwriting discounts and commissions and estimated offering expenses payable
by us and the repayment of our existing €800.0 million notes upon
maturity in July 2024.
You should read this table in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2024, as well as our
financial statements and unaudited condensed combined financial information
and the related notes thereto included or incorporated by reference in this
prospectus supplement.
As of March 31, 2024
Actual As Adjusted
(in millions)
Cash and cash equivalents $ 458.4 $ 451.3
Short-term borrowings and current portion of long-term debt:
Short-term borrowings 33.6 33.6
(1)
Current portion of long-term debt 871.9 8.7
Total current portion of long-term debt and short-term borrowings 905.5 42.3
Long-term debt:
EUR 800 million 1.25% notes due July 2024 863.2 -
CAD 500 million 3.44% notes due July 2026 369.3 369.3
$2.0 billion 3.0% notes due July 2026 2,000.0 2,000.0
$1.1 billion 5.0% notes due May 2042 1,100.0 1,100.0
$1.8 billion 4.2% notes due July 2046 1,800.0 1,800.0
Notes offered hereby - 863.2
(2)
Finance leases 62.0 62.0
Other 24.1 24.1
Less: unamortized debt discounts and debt issuance costs (34.5 (41.6
) )
Total long-term debt (including current portion) 6,184.1 6,177.0
Less: current portion of long-term debt (871.9 (8.7
) )
Total long-term debt 5,312.2 6,168.3
Total equity 13,330.9 13,330.9
Total capitalization $ 19,548.6 $ 19,541.5
(1)
Our short-term borrowings include bank overdrafts, borrowings on our overdraft
facilities and other items.
(2)
The amounts presented in respect of the notes offered hereby represents the
U.S. dollar equivalent of the €800.0 million principal amount of the
Notes being offered hereby, using the Euro/U.S. dollar spot exchange rate of
€1.00=$1.0790 on March 29, 2024 as published by Bloomberg.
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DESCRIPTION OF THE NOTES
This section describes the specific financial and legal terms of the notes (as
defined below). References to "we," "us" or the "Company" in this Description
of the Notes are references to Molson Coors Beverage Company and not any of
its subsidiaries. The following is a summary of the material terms of the
notes offered hereby and does not purport to be complete. Reference is made to
the indenture (defined below) for the full text of the terms of the notes, a
copy of which is available from us upon request as described under the caption
"Information Incorporated by Reference." The terms of the notes include those
stated in the indenture and those made a part of the indenture by reference to
the Trust Indenture Act of 1939, as amended.
General
The notes offered hereby will be issued under an indenture, to be dated as of
May 29, 2024, among the Company, the Guarantors and The Bank of New York
Mellon Trust Company, N.A., as trustee as supplemented by a supplemental
indenture, to be dated as of May 29, 2024, between us, the Guarantors and the
trustee and paying agent (as supplemented, the "indenture"), in an aggregate
principal amount of €800.0 million. The notes will mature on June 15,
2032. The notes will be issued only in fully registered form without coupons
in minimum denominations of €100,000 and integral multiples of
€1,000 above that amount. No service charge will be made for any transfer
or exchange of the notes, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with a
transfer or exchange. The notes will not be entitled to any sinking fund.
Interest will accrue on the notes at the rate per annum shown on the cover of
this prospectus supplement from the issue date of the notes, or from the most
recent date to which interest has been paid or provided for, and will be
payable in cash annually in arrears on June 15 of each year, beginning on June
15, 2024 to the persons in whose names the notes are registered in the
security register at the close of business on the June 5 preceding the
relevant interest payment date, except that interest payable at maturity shall
be paid to the same persons to whom principal of such notes is payable.
Interest on the notes will be computed on the basis of the actual number of
days in the period for which interest is being calculated and the actual
number of days from and including the last date on which interest was paid on
the notes (or May 29, 2024 if no interest has been paid on the notes, to but
excluding the next scheduled interest payment date. This payment convention is
referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the
International Capital Markets Association. Principal and interest will be
payable, and the notes will be transferable or exchangeable, at the office or
offices or agency maintained by us for this purpose.
If any interest payment date is not a Business Day, we will pay interest on
the next day that is a Business Day as if payment were made on the date such
payment was due, and no interest will accrue on the amounts so payable for
such delay. A Business Day is a day other than a Saturday, Sunday or other day
on which commercial banks in New York City or London are authorized or
required by law to close, or on which the Trans-European Automated Real-time
Gross Settlement Express Transfer system (the TARGET System or any successor
or replacement for that system), or any successor thereto, is closed.
We will initially appoint The Bank of New York Mellon, London Branch at its
corporate trust office as a paying agent for the notes. We will cause each
transfer agent to act as a co-registrar and will cause to be kept at the
office of the registrar a register in which, subject to such reasonable
regulations as we may prescribe, we will provide for the registration of the
notes and registration of transfers of the notes. We may vary or terminate the
appointment of any paying agent or transfer agent, or appoint additional or
other such agents or approve any change in the office through which any such
agent acts. We will provide you with notice of any resignation, termination or
appointment of the trustee or any paying agent or transfer agent, and of any
change in the office through which any such agent will act.
The notes will be unsecured and unsubordinated obligations of the Company and
will rank pari passu with its other unsecured and unsubordinated debt,
including the Existing Notes (defined below) and U.S. borrowings under our
credit facilities.
We may issue additional securities under the indenture from time to time in
one or more other series, which may have terms and conditions that differ from
those set forth herein. We are initially offering the notes in the aggregate
principal amount of €800.0 million. In addition, we may, without the
consent of the
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holders of the notes, issue additional notes having the same terms and
conditions in all respects as the notes being offered hereby, except for the
applicable issue date and the issue price. Any such additional notes having
such similar terms, together with the notes offered by this prospectus
supplement, will be treated as a single series of securities under the
indenture,
provided
that if any such additional notes are not fungible with the existing notes for
United States federal income tax purposes, such additional notes will have
separate ISIN, CUSIP and Common Code numbers, as applicable.
The notes and other securities of other series under the indenture will vote
together as a single class in many circumstances. To the extent that any
securities are issued under the indenture and denominated in a currency other
than U.S. dollars, the principal amount of the notes and such other securities
for purposes of any act, consent or waiver under the indenture shall be
determined as the dollar equivalent thereof, converted based on the spot rate
(as determined by us in our discretion) at 11:00 a.m. Eastern time on the
Business Day before the record date for such act, waiver or consent (or, if
there is no such record date, the date when such act, consent or waiver is
taken).
Guarantees
The notes and obligation under the Indenture will be jointly and severally
guaranteed on a full and unconditional senior unsecured basis initially by
Molson Coors International LP, Molson Canada 2005, Coors Brewing Company, CBC
Holdco LLC, CBC Holdco 2 LLC, Newco3, Inc., Molson Coors Holdco, Inc., CBC
Holdco 3, Inc., Molson Coors USA LLC, Molson Coors Beverage Company USA LLC,
and Coors Distributing Company. The Guarantors will fully and unconditionally
guarantee the payment of all of the principal of, and any premium and
interest, if any, on, the notes when due, whether at maturity or otherwise.
Each guarantee will be limited as necessary to prevent such guarantee from
being rendered voidable under applicable law relating to fraudulent conveyance
or fraudulent transfer or similar laws affecting the rights of creditors
generally. Each of these entities will also guarantee our obligations under
our credit facilities and our Existing Notes.
Each Guarantor that makes a payment under its guarantee will be entitled to a
contribution from each other Guarantor in an amount equal to such other
Guarantor's pro rata portion of such payment based on the respective net
assets of all the Guarantors at the time of such payment determined in
accordance with GAAP. If a guarantee were to be rendered voidable, it could be
subordinated by a court to all other indebtedness (including guarantees and
other contingent liabilities) of the applicable Guarantor and, depending on
the amount of such indebtedness, a Guarantor's liability on its guarantee
could be reduced to zero.
In addition, the Company will cause each of its domestic Subsidiaries that
guarantees Senior Debt of the Company under (i) the Company's then-existing
primary credit facility, (ii) the 1.250% notes due 2024, the 3.44% notes due
2026, the 3.0% notes due 2026, the 5.0% notes due 2042, or the 4.2% notes due
July 2046, or (iii) any senior unsecured notes issued by the Company in future
capital markets transactions ("Additional Debt"), after the first original
issue date of the notes to, within 30 days of any of the events listed in
clauses (i), (ii), and (iii) immediately above, to execute and deliver to the
trustee a supplemental indenture pursuant to which such Subsidiary will
guarantee payment of the notes on the same terms and conditions as the
original guarantees from the initial Guarantors.
A Guarantor will be automatically released and relieved from all its
obligations under its guarantee in the following circumstances:
(a)
upon the sale or other disposition (including by way of consolidation or
merger), in one transaction or a series of related transactions, of at least a
majority of the total voting power of the capital stock or other interests of
such Guarantor (other than to the Company or any of its Subsidiaries), as
permitted under the indenture;
(b)
upon the sale or disposition of all or substantially all the assets of such
Guarantor (other than to the Company or any of its Subsidiaries), as permitted
under the indenture; or
(c)
if at any time when no event of default has occured and is continuing with
respect to the notes, such Guarantor no longer guarantees (or which guarantee
is being simultaneously released or will
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be immediately released after the release of the Guarantor) the Debt of the
Company under (i) the Company's then-existing primary credit facility, (ii)
the Existing Notes or (iii) any Additional Debt.
"Senior Debt" means, with respect to any Person, Debt of such Person, whether
outstanding on the date of the indenture or thereafter incurred unless, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is
provided
that such obligations are subordinate in right of payment to the notes;
provided
, however, that Senior Debt shall not include (1) any Debt of such Person
owing to any affiliate of the Company; or (2) any Debt of such Person (and any
accrued and unpaid interest in respect thereof) which is subordinate or junior
in any respect to any other Debt of such Person.
Optional Redemption
We may, at our option, at any time and from time to time redeem all or any
portion of the notes at any time prior to March 15, 2032 (the "Par Call Date")
at a redemption price equal to the greater of:
.
100% of the principal amount of the notes being redeemed; and
.
the sum of the present values of the redemption price of the notes on the Par
Call Date and the remaining scheduled payments of interest on the notes being
redeemed as if the notes were redeemed on the Par Call Date (exclusive of
interest accrued to the date of redemption) discounted to the redemption date
on an annual basis (ACTUAL/ACTUAL (ICMA)) computed using a discount rate equal
to the applicable Bund Rate plus 20 basis points,
in each case, plus accrued and unpaid interest on the principal amount of such
notes being redeemed to, but excluding, the redemption date.
The notes will be redeemable, in whole or in part, at our option at any time
from time to time on or after the Par Call Date, at a redemption price equal
to 100% of the principal amount of the notes being redeemed, plus accrued and
unpaid interest to, but excluding, the date of redemption.
If money sufficient to pay the redemption price of all of the notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
trustee or paying agent on or before the redemption date and certain other
conditions are satisfied, then on and after such redemption date, interest
will cease to accrue on the notes (or such portion thereof) called for
redemption.
"Bund Rate" means, with respect to any redemption date, the rate per annum
equal to the equivalent yield to maturity as of such redemption date of the
Comparable German Bund Issue, assuming a price for the Comparable German Bund
Issue (expressed as a percentage of its principal amount) equal to the
Comparable German Bund Price for such redemption date.
"Comparable German Bund Issue" means the German Bundesanleihe security
selected by any Reference German Bund Dealer as having a fixed maturity most
nearly equal to the period from such redemption date to the Par Call Date, and
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of euro-denominated
corporate debt securities in a principal amount approximately equal to the
then outstanding principal amount of the notes and of a maturity most nearly
equal to the Par Call Date; provided, however, that, if the period from such
redemption date to the Par Call Date is less than one year, a fixed maturity
of one year shall be used.
"Comparable German Bund Price" means, with respect to any redemption date, the
average of all Reference German Bund Dealer Quotations for such date (which,
in any event, must include at least two such quotations), after excluding the
highest and lowest such Reference German Bund Dealer Quotations, or if we
obtain fewer than four such Reference German Bund Dealer Quotations, the
average of all such quotations.
"Reference German Bund Dealer" means any dealer of German Bundesanleihe
securities that we select. "Reference German Bund Dealer Quotations" means,
with respect to each Reference German Bund Dealer and any redemption date, the
average as determined by the Company of the bid and offered prices for the
Comparable German Bund Issue (expressed in each case as a percentage of its
principal amount)
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quoted in writing to the Company by such Reference German Bund Dealer at 3:30
p.m., Frankfurt, Germany time, on the third Business Day preceding such
redemption date.
Neither the Trustee nor the Paying Agent shall be responsible for calculating
the redemption price.
If we elect to redeem less than all of the notes, and such notes are at the
time represented by a global note, then the particular notes to be redeemed
will be selected in compliance with the requirements of the principal
securities exchange, if any, on which the notes are listed and in compliance
with the requirements of Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), or Clearstream Banking,
societe anonyme
("Clearstream"), as applicable, or if the notes are not so listed or such
exchange prescribes no method of selection and the notes are not held through
Euroclear or Clearstream, as applicable, or Euroclear or Clearstream, as
applicable, prescribes no method of selection, the paying agent will select
the notes to be redeemed by lot. If we elect to redeem less than all of the
notes, and any of such notes are not represented by a global note, then the
paying agent will select the particular notes to be redeemed in accordance
with its customary practices and procedures (and the depositary will select by
lot the particular interests in any global note to be redeemed).
We may at any time, and from time to time, purchase the notes at any price or
prices in the open market, through negotiated transactions, by tender offer or
otherwise.
Once notice of redemption is mailed (or otherwise transmitted in accordance
with the depositary) for the notes, the notes called for redemption will
become due and payable on the redemption date at the applicable redemption
price.
Notice of any redemption will be mailed or electronically delivered (in
accordance with the depositary's procedures) at least 10 days but not more
than 60 days before the redemption date to each holder of notes to be redeemed
and may, at our discretion, be subject to one or more conditions precedent
including any related change of control or other corporate transactions.
Notice of any redemption of notes in connection with a corporate transaction
(including any equity offering, an incurrence of indebtedness or a change of
control) may, at the Company's discretion, be given prior to the completion
thereof and any such redemption or notice may, at the Company's discretion, be
subject to one or more conditions precedent, including, but not limited to,
completion of the related transaction. If such redemption or purchase is so
subject to satisfaction of one or more conditions precedent, such notice shall
describe each such condition and such notice may be rescinded in the event
that any or all such conditions shall not have been satisfied by the
redemption date. In addition, the Company may provide in such notice that
payment of the redemption price and performance of the Company's obligations
with respect to such redemption may be performed by another Person. Any such
redemption may be partial as a result of only some of the conditions being
satisfied.
If such redemption or notice is subject to satisfaction of one or more
conditions precedent, such notice shall state that, in the Company's
discretion, the redemption date may be delayed until such time (including more
than 60 days after the date the notice of redemption was mailed or delivered,
including by electronic transmission) as any or all such conditions shall be
satisfied (or waived by the Company in its sole discretion), or such
redemption may not occur and such notice may be rescinded in the event that
any or all such conditions shall not have been satisfied (or waived by the
Company in its sole discretion) by the redemption date, or by the redemption
date so delayed.
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay such
additional amounts as will result in the receipt by a holder of such amounts,
after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing
authority of or in the United States (a "Relevant Jurisdiction"), imposed by
withholding with respect to the payment, as would have been received had no
such withholding or deduction been required; provided, however, that the
foregoing obligation to pay additional amounts shall not apply:
(1)
to any tax, assessment or other governmental charge of the United States
imposed on a holder of a note that is a "United States person" (as defined
below);
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(2)
to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of the holder (or the beneficial owner for whose
benefit such holder holds such note), or a fiduciary, settlor, beneficiary,
member or shareholder of the holder if the holder is an estate, trust,
partnership or corporation, or a person holding a power over an estate or
trust administered by a fiduciary holder, being considered as:
(a)
being or having been present or engaged in a trade or business in the Relevant
Jurisdiction or having had a permanent establishment in the Relevant
Jurisdiction;
(b)
having a current or former relationship with the Relevant Jurisdiction,
including a relationship as a citizen or resident of the Relevant Jurisdiction;
(c)
being or having been a personal holding company, a passive foreign investment
company or a controlled foreign corporation for United States federal income
tax purposes or a corporation that has accumulated earnings to avoid United
States federal income tax;
(d)
being or having been a "10-percent shareholder" of us as defined in section
871(h)(3) of the United States Internal Revenue Code or any successor
provision (the "Code");
(e)
being a bank receiving payments on an extension of credit made pursuant to a
loan agreement entered into the ordinary course of its trade or business, as
described in section 881(c)(3)(A) of the Code; or
(3)
to any holder that is not the sole beneficial owner of the notes, or a portion
of the notes, or that is a fiduciary, partnership or limited liability
company, but only to the extent that a beneficial owner with respect to the
holder, a beneficiary or settlor with respect to the fiduciary, or a partner
or member of the partnership or limited liability company would not have been
entitled to the payment of an additional amount had the beneficiary, settlor,
beneficial owner, partner, or member received directly its beneficial or
distributive share of the payment;
(4)
to any tax, assessment or other governmental charge that is imposed or
otherwise withheld solely by reason of a failure of the holder or any other
person to comply with certification, identification or information reporting
requirements concerning the nationality, residence, identity or connection
with the Relevant Jurisdiction of the holder or beneficial owner of the notes,
if compliance is required by statute, by regulation of the Relevant
Jurisdiction or any taxing authority therein or by an applicable income tax
treaty to which the Relevant Jurisdiction is a party as a precondition to
exemption from such tax, assessment or other governmental charge;
(5)
to any tax, assessment or other governmental charge that is imposed otherwise
than by withholding or deduction from the payment;
(6)
to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or administrative or
judicial interpretation that becomes effective after the payment becomes due
or is duly provided for, whichever occurs later;
(7)
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital
gains or personal property tax or similar tax, assessment or other
governmental charge;
(8)
to any tax, assessment or other governmental charge any paying agent (which
term may include us) must withhold from any payment of principal of or
interest on any note, if such payment can be made without such withholding by
any other paying agent;
(9)
to any tax, assessment or governmental charge that would not have been so
imposed or withheld but for the presentation by the holder of a note for
payment on a date more than 30 days after the date on which such payment
became due and payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(10)
any withholding or deduction pursuant to an agreement described in Section
1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through
1474 of the Code (or any regulations, agreements thereunder or official
interpretations thereof) or any intergovernmental agreement
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between the United States and another jurisdiction facilitating the
implementation thereof (or any law implementing such an intergovernmental
agreement);
(11)
to any tax, assessment or governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on any note as a
result of the presentation of any note for payment by or on behalf of a
beneficial owner who would have been able to avoid the withholding or
deduction by presenting the relevant global note to another paying agent in a
Member State of the EU; or
(12)
in the case of any combination of the above items.
The notes are subject in all cases to any tax, fiscal or other law or
regulation or administrative or judicial interpretation applicable to the
notes. Except as specifically provided under this heading "- Payment of
Additional Amounts," we will not be required to make any payment for any tax,
assessment or other governmental charge imposed by any government or a
political subdivision or taxing authority of or in any government or political
subdivision.
As used under this heading "- Payment of Additional Amounts" and under the
heading "- Redemption for Tax Reasons," the term "United States" means the
United States of America (including the states and the District of Columbia)
and its territories, possessions and other areas subject to its jurisdiction,
"United States person" means any individual who is a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, any state of the United
States or the District of Columbia (other than a partnership that is not
treated as a United States person under any applicable Treasury regulations),
or any estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated under the laws) of the Relevant
Jurisdiction, or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment is announced or becomes effective on or
after the date of this prospectus supplement (or, in the case of a successor
to the Company, the date of succession), we become or, based upon a written
opinion of independent counsel of recognized standing selected by us, there is
a substantial probability that we will become, obligated to pay additional
amounts as described herein under the heading "- Payment of Additional
Amounts" with respect to the notes, then we may at our option redeem, in
whole, but not in part, the notes on not less than 30 nor more than 60 days
prior notice, at a redemption price equal to 100% of their principal amount,
together with interest accrued but unpaid on those notes to the date fixed for
redemption, provided such obligation cannot be avoided by our taking
reasonable measures available to us.
Repurchase Upon Change of Control Triggering Event
If a Change of Control Triggering Event (as defined below) occurs with respect
to the notes, unless we have exercised our right to redeem such notes upon the
occurrence of specified events involving taxation as described above under "-
Redemption for Tax Reasons," or we have unconditionally exercised our right to
redeem such notes as described herein, each holder of such notes will have the
right to require us to repurchase all or any part (equal to €100,000 or
an integral multiple of €1,000 in excess thereof) of their notes pursuant
to the offer described below (the "Change of Control Offer") on the terms set
forth in the indenture. In the Change of Control Offer, we will offer payment
in cash equal to 101% of the aggregate principal amount of the notes
repurchased, plus accrued and unpaid interest, if any, on the notes
repurchased to, but excluding, the date of purchase (the "Change of Control
Payment").
Within 30 days following any Change of Control Triggering Event with respect
to the notes, or, at our option, prior to the date of consummation of any
Change of Control, but after public announcement of the pending Change of
Control, we will mail a notice to holders of the notes, with a copy to the
trustee and the paying agent, describing the transaction or transactions that
constitute the Change of Control and offering to repurchase such notes on the
date specified in the notice, which date will be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"),
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pursuant to the procedures required by the indenture and described in such
notice. The repurchase obligation with respect to any notice mailed prior to
the consummation of the Change of Control, shall be conditioned on the Change
of Control Triggering Event occurring on or prior to the payment date
specified in the notice.
To the extent that the provisions of any securities laws or regulations
conflict with the Change of Control provisions of the indenture, we will
comply with the applicable securities laws and regulations and will not be
deemed to have breached our obligations under the Change of Control provisions
of the indenture by virtue of such conflicts.
On the Change of Control Payment Date, we will, to the extent lawful:
.
accept for payment all notes or portions of notes properly tendered pursuant
to the Change of Control Offer;
.
deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all notes or portions of notes properly tendered and not validly
withdrawn; and
.
deliver or cause to be delivered to the trustee the notes properly accepted
together with an officer's certificate stating the aggregate principal amount
of notes being repurchased.
The paying agent will promptly mail to each holder of notes properly tendered
and not validly withdrawn the purchase price for such notes, and the trustee
will promptly authenticate and mail (or cause to be transferred by book-entry)
to each holder a new note equal in principal amount to any unpurchased portion
of any notes surrendered;
provided
that each new note will be in a principal amount of €100,000 or an
integral multiple of €1,000 in excess thereof.
We will not be required to make an offer to repurchase the notes upon a Change
of Control Triggering Event if a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for an
offer made by us and such third party purchases all notes properly tendered
and not withdrawn under its offer.
For purposes of the foregoing discussion of a repurchase at the option of
holders, the following definitions are applicable:
"Below Investment Grade Rating Event" means the notes are rated below an
Investment Grade Rating by each of the Rating Agencies on any date from the
earlier of (1) the occurrence of a Change of Control or (2) public notice of
our intention to effect a Change of Control, in each case until the end of the
60-day period following the earlier of (1) the occurrence of a Change of
Control or (2) public notice of our intention to effect a Change of Control;
provided, however
, that if during such 60-day period one or more Rating Agencies has publicly
announced that it is considering a possible downgrade of the notes, then such
60-day period shall be extended for such time as the rating of the notes by
any such Rating Agency remains under publicly announced consideration for
possible downgrade. Notwithstanding the foregoing, a Below Investment Grade
Rating Event otherwise arising by virtue of a particular reduction in rating
will not be deemed to have occurred in respect of a particular Change of
Control (and thus will not be deemed a Below Investment Grade Rating Event for
purposes of the definition of Change of Control Triggering Event) if the
Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform us in writing at
our request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of
Control has occurred at the time of the Below Investment Grade Rating Event).
The Trustee shall have no obligation to monitor the ratings of the notes.
"beneficial owner" will be determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 the "Exchange Act"), as in effect on the date
of the indenture.
"beneficially own" and "beneficially owned" have meanings correlative to that
of beneficial owner.
"Change of Control" means the occurrence of any of the following: (1) any
"person" or "group" (other than the "permitted parties") is or becomes (by way
of merger or consolidation or otherwise) the "beneficial
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owner," directly or indirectly, of shares of our Voting Stock representing 50%
or more of the total voting power of all outstanding classes of our Voting
Stock or has the power, directly or indirectly, to elect a majority of the
members of our board of directors; (2) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
properties and assets of us and our Subsidiaries, taken as a whole, to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) other
than to (i) us or one of our Subsidiaries, or (ii) one or more permitted
parties; or (3) the holders of our capital stock approve any plan or proposal
for the liquidation or dissolution of the Company (whether or not otherwise in
compliance with the indenture). Notwithstanding the foregoing, (a) a
transaction will not be deemed to involve a Change of Control if (i) the
Company becomes a direct or indirect wholly owned subsidiary of a holding
company and (ii)(A) the direct or indirect holders of the Voting Stock of such
holding company immediately following that transaction are substantially the
same as the holders of the Company's voting stock immediately prior to that
transaction or (B) immediately following that transaction no person (other
than a holding company satisfying the requirements of this sentence) is the
beneficial owner, directly or indirectly, of more than 50% of the voting stock
of such holding company, and (b) the right to acquire Voting Stock (so long as
such person does not have the right to direct the voting of the Voting Stock
subject to such right) or any consent or veto power in connection with the
acquisition or disposition of Voting Stock or under any contract will not
cause a party to be a "beneficial owner."
"Change of Control Triggering Event" means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event.
"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.
"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the
equivalent) by Moody's and BBB- (or the equivalent) by S&P.
"Moody's" means Moody's Investors Service, Inc., and its successors.
"person" or "group" have the meanings given to them for purposes of Sections
13(d) and 14(d) of the Exchange Act as in effect on the issue date of the
notes (but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan, and any permitted
party shall be excluded when determining the members of such "group"), and the
term "group" includes any group acting for the purpose of acquiring, holding
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act as in effect on the issue date of the notes.
"permitted party" means (a) (i) the Adolph Coors, Jr. Trust, (ii) any trustee
of such Trust acting in its capacity as such, (iii) any Person that is a
beneficiary of such trust on the date hereof, (iv) any other trust or similar
arrangement for the benefit of such beneficiaries, (v) the successors of any
such Persons, (vi) any Persons Controlled by such Persons, (vii) Peter H.
Coors and Marilyn E. Coors, their estates, their lineal descendants and any
other trust or similar arrangement for the benefit of such Persons and (viii)
any Person who any of the foregoing have voting control over the Voting Stock
of the Company held by such Person; and (b) (i) Pentland Securities (1981)
Inc., a Canadian corporation, (ii) Lincolnshire Holdings Inc., (iii) Nooya
Investments Inc., (iv) Eric Molson and Stephen Molson, their spouses, their
estates, their lineal descendants and any trusts or similar arrangements for
the benefit of such Persons (including, as to any common stock of the Company
held by it for the benefit of such Persons, the trust established under the
Voting and Exchange Trust Agreement (as defined in the Combination Agreement
dated as of July 21, 2004 between the Company and Molson) and any Person that
is a beneficiary of such trusts or similar arrangements on the date hereof,,
(v) the successors of any such Persons, (vi) any Persons Controlled by such
Persons, and (vii) any Person who any of the foregoing have voting control
over the Voting Stock of the Company held by such Person.
"Rating Agencies" means (1) each of Moody's and S&P; and (2) if either of
Moody's or S&P ceases to rate the notes or fails to make a rating of the notes
publicly available for reasons outside of our control, a "nationally
recognized statistical rating organization" within the meaning of Section
3(a)(62) of the Exchange
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Act, selected by us (as certified by a resolution of our board of directors)
as a replacement agency for Moody's or S&P, or both, as the case may be.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.
The term "all or substantially all" as used in the definition of Change of
Control will likely be interpreted under applicable state law and will be
dependent upon particular facts and circumstances. There may be a degree of
uncertainty in interpreting this phrase. As a result, we cannot assure you how
a court would interpret this phrase under applicable law if you elect to
exercise your rights following the occurrence of a transaction which you
believe constitutes a transfer of "all or substantially all" of our assets.
In calculating the amount of Voting Stock owned by a person or group the
Voting Stock "beneficially owned" by any permitted party shall not be included.
Certain Restrictions
The following restrictions will apply to the notes:
Restrictions on Secured Debt
If the Company or any Restricted Subsidiary shall incur, issue, assume or
enter into a guarantee of any Debt secured by a mortgage, pledge or lien
("Mortgage,"
provided
,
however
, that in no event shall an operating lease be deemed to constitute a
Mortgage) on any Principal Property of the Company or any Subsidiary, or on
any Capital Stock of any Restricted Subsidiary, the Company will, or will
cause such Subsidiary or Restricted Subsidiary to, secure the notes equally
and ratably with (or, prior to) such secured Debt, for so long as such Debt is
so secured, unless the aggregate amount of all such secured Debt (for the
avoidance of doubt, to the extent such debt is secured by a Mortgage on any
Principal Property), when taken together with all Attributable Debt with
respect to sale and leaseback transactions involving Principal Properties of
the Company or any Subsidiary (with the exception of such transactions which
are excluded as described in the next paragraph and in the second paragraph in
"- Restrictions on Sales and Leasebacks" below), would not, at the time of
such incurrence or guarantee, exceed the greater of (i) $800 million or (ii)
15% of Consolidated Net Tangible Assets, as determined based on the most
recent available consolidated balance sheet of the Company.
The above restriction will not apply to Debt secured by:
(1)
Mortgages existing on any property prior to the acquisition thereof by the
Company or a Restricted Subsidiary or existing on any property of any
corporation or other entity that becomes a Subsidiary after the date of the
indenture prior to the time such corporation becomes a Subsidiary or securing
indebtedness that is used to pay the cost of acquisition of such property or
to reimburse the Company or a Restricted Subsidiary for that cost;
provided, however
, that such Mortgage shall not apply to any other property of the Company or a
Restricted Subsidiary other than improvements and accessions to the property
to which it originally applies and as otherwise permitted;
(2)
Mortgages to secure the cost of development or construction of such property,
or improvements of such property;
provided, however
, that such Mortgages shall not apply to any other property of the Company or
any Restricted Subsidiary unless otherwise permitted;
(3)
Mortgages in favor of a governmental entity or in favor of the holders of
securities issued by any such entity, pursuant to any contract or statute
(including Mortgages to secure debt of the pollution control or industrial
revenue bond type) or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such Mortgages;
(4)
Mortgages securing indebtedness owing to the Company or a Guarantor;
(5)
Mortgages existing on the first date the notes are originally issued;
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(6)
Mortgages required in connection with governmental programs which provide
financial or tax benefits, as long as substantially all of the obligations
secured are in lieu of or reduce an obligation that would have been secured by
a lien permitted under the indenture;
(7)
extensions, renewals or replacements of the Mortgages referred to in this
paragraph (other than Mortgages described in clauses (2) and (4) above) so
long as the principal amount of the secured Debt is not increased (except by
an amount not to exceed the fees and expenses, including any premium and
defeasance costs incurred with such extension, renewal or replacement) and the
extension, renewal or replacement is limited to all or part of the same
property secured (and for the avoidance of doubt could have been secured) by
the Mortgage so extended, renewed or replaced; or
(8)
Mortgages in connection with sale and leaseback transactions described in the
second paragraph in "- Restrictions on Sales and Leasebacks" below.
For the avoidance of doubt, the accrual of interest, accretion or amortization
of original issue discount or accreted value, the accretion of dividends, and
the payment of interest on Debt in the form of additional Debt will not be
deemed to be an incurrence, issuance, assumption or guarantee of Debt.
Restrictions on Sales and Leasebacks
Neither the Company nor any Restricted Subsidiary may enter into any sale and
leaseback transaction involving any Principal Property, unless the aggregate
amount of all Attributable Debt with respect to such transactions, when taken
together with all secured Debt permitted under the first paragraph in "-
Restrictions on Secured Debt" above (and not excluded in the second paragraph
thereof) would not, at the time such transaction is entered into, exceed the
greater of (i) $800 million or (ii) 15% of Consolidated Net Tangible Assets,
as determined based on the most recent available consolidated balance sheet of
the Company.
The above restriction will not apply to, and there will be excluded from
Attributable Debt in any computation under this restriction, any sale and
leaseback transaction if:
(1)
the transaction is between or among two or more of the Company and the
Guarantors;
(2)
the lease is for a period, including renewal rights, of not in excess of three
years;
(3)
the transaction is with a governmental authority that provides financial or
tax benefits;
(4)
the net proceeds of the sale are at least equal to the fair market value of
the property and, within 180 days of the transfer, the Company or the
Guarantors repay Funded Debt owed by them or make expenditures for the
expansion, construction or acquisition of a Principal Property at least equal
to the net proceeds of the sale; or
(5)
such sale and leaseback transaction is entered into within 180 days after the
acquisition or construction, in whole but not in part, of such Principal
Property.
SEC Reports
The indenture will provide that any documents or reports that we are required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must
be filed by us with the trustee (with a copy to the paying agent) within 15
days after the same are required to be filed with the SEC (giving effect to
any grace period provided by Rule 12b- 25 under the Exchange Act). Documents
filed by us with the SEC via the EDGAR system (or any successor thereto) will
be deemed to be filed with the trustee and copied to the paying agent as of
the time such documents are filed via EDGAR.
Certain Definitions
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable and at any date as of which the amount of such liability
is to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining primary term thereof, discounted
from the respective due dates thereof to such date at the actual percentage
rate inherent in such arrangements as
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determined in good faith by the Company. The net amount of rent required to be
paid under any such lease for any such period shall be the aggregate amount
payable by the lessee with respect to such period after excluding amounts
required to be paid on account of maintenance and repairs, insurance, taxes,
assessments and similar charges. In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall also
include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which
it may be terminated.
"Capital Stock" of any Person means any and all shares, interests, rights to
purchase, warrants, options, participations, units or other equivalents of or
interests in (however designated) equity of such Person, including any
preferred stock, but excluding any debt securities convertible into such
equity.
"Consolidated Net Tangible Assets" means the consolidated total assets of the
Company, including its consolidated subsidiaries, after deducting current
liabilities (except for those which are Funded Debt or the current maturities
of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other intangible assets. Deferred income taxes,
deferred investment tax credit or other similar items, as calculated in
accordance with GAAP, will not be considered as a liability or as a deduction
from or adjustment to total assets. Consolidated Net Tangible Assets, for the
avoidance of doubt, may, at the Issuers' option, be calculated on a pro forma
basis to give effect to any assets acquired or to be acquired on or before the
date of calculation.
"Debt" means with respect to any Person:
(1)
indebtedness for money borrowed of such Person, whether outstanding on the
date of the indenture or thereafter incurred; and
(2)
indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable.
The amount of indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and
the amount of any contingent obligation at such date that would be classified
as indebtedness in accordance with GAAP;
provided, however
, that (i) in the case of indebtedness sold at a discount, the amount of such
indebtedness at any time will be the accreted value thereof at such time and
(ii) otherwise the amount of such indebtedness will be the principal amount of
such indebtedness.
"Funded Debt" of any Person means (a) all Debt of such Person having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being
renewable or extendable beyond 12 months from such date at the option of such
Person, or (b) rental obligations of such Person payable more than 12 months
from such date under leases which are capitalized in accordance with GAAP
(such rental obligations to be included as Funded Debt at the amount so
capitalized).
"GAAP" means generally accepted accounting principles in the United States
which are in effect on the issue date of the notes. At any time after the
issue date of the notes, the Company may elect to apply International
Financial Reporting Standards as issued by the International Accounting
Standards Board ("IFRS") accounting principles in lieu of GAAP and, upon any
such election, references herein to GAAP shall thereafter be construed to mean
IFRS on the date of such election;
provided
that any such election, once made, shall be irrevocable;
provided, further
, that any calculation or determination in the indenture that requires the
application of GAAP for periods that include fiscal quarters ended prior to
the Company's election to apply IFRS shall remain as previously calculated or
determined in accordance with GAAP.
"Guarantors" means (a) Molson Coors International LP, Molson Canada 2005,
Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, Newco3, Inc., Molson
Coors Holdco, Inc., CBC Holdco 3, Inc., Molson Coors USA LLC, Molson Coors
Beverage Company USA LLC, and Coors Distributing Company, and (b) each of the
Company's future Subsidiaries that guarantees the notes as required by the
provisions described under "- Guarantees" above, until in each case, such
entity is released as a Guarantor pursuant to the terms of the indenture.
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"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof or
any other entity.
"Principal Property" means any brewery, manufacturing, processing or packaging
plant or warehouse owned at the date of the indenture or thereafter acquired
by the Company or any Restricted Subsidiary which is located within the United
States of America or Canada, other than any property which in the opinion of
the Board of Directors of the Company is not of material importance to the
total business conducted by the Company and the Restricted Subsidiaries as an
entirety.
"Restricted Subsidiary" means a Subsidiary of the Company (a) substantially
all the property of which is located, or substantially all the business of
which is carried on, within the United States or Canada, and (b) which owns a
Principal Property.
"Significant Subsidiary" means any Subsidiary (i) the consolidated revenue of
which represents 10% or more of the consolidated revenue of the Company, or
(ii) the consolidated gross assets of which represent 10% or more of the
consolidated gross assets of the Company, in each case as reflected in the
most recent annual audited financial statements of the Company; provided that
in the case of a Subsidiary acquired by the Company during or after the
financial year shown in the most recent annual audited financial statements of
the Company, such calculation shall be made on the basis of the contribution
of the Subsidiary considered on a pro-forma basis as if it had been acquired
at the beginning of the relevant period, with the pro-forma calculation
(including any adjustments) being made by the Company acting in good faith.
"Subsidiary" means, with respect to any Person, any other Person more than 50%
of the outstanding Voting Stock of which at the time of determination is
owned, directly or indirectly, by such first Person and/or one or more other
Subsidiaries of such first Person.
"Voting Stock" of any entity means the class or classes of Capital Stock then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote generally on matters to be decided by the stockholders
(or other owners) of such entity (including the election of directors), which,
for the avoidance of doubt, in the case of the Company as of the date hereof
consists of the Class A common stock and the Special Class A voting stock,
taken together.
Merger, Consolidation or Sale of Assets
The indenture will provide that (i) the Company shall not merge or sell,
convey, transfer or lease, in one transaction or a series of transactions,
directly or indirectly, all or substantially all of its assets, and (ii) a
Guarantor shall not merge or sell, convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its
assets, in each case to any Person unless (i) the successor is organized under
the laws of the United States, Canada, Switzerland, the United Kingdom, any
member of the European Union or the predecessor's jurisdiction of
organization, or any state, province or division thereof, or the District of
Columbia, (ii) such successor assumes the obligations of the Company or such
Guarantor with respect to the notes or the related guarantee, as applicable,
under the indenture (it being understood that any obligation to pay Additional
Amounts shall be determined mutatis mutandis, by treating any jurisdiction
under the laws of which such successor is organized or resident for tax
purposes and any political subdivision or taxing authority as therein having
the power to tax, as a Relevant Jurisdiction), and (iii) after giving effect
to such transaction, no default or event of default under the indenture will
have occurred and be continuing.
Defeasance and Discharge
The indenture will provide that the Company may elect either (i) to defease
and be discharged from any and all obligations with respect to the notes
(except as otherwise provided in the indenture) ("defeasance") or (ii) to be
released, and to have the Guarantors released, from any and all obligations
with respect to certain covenants that are described in the indenture
("covenant defeasance"), upon the irrevocable deposit with the paying agent,
in trust for such purpose, of money and/or government obligations that through
the payment of principal and interest in accordance with their terms will
provide money in an amount sufficient, in the opinion of a certified public
accounting firm of national reputation, without reinvestment, to pay the
principal of, premium, if any, and interest on the notes to maturity or
redemption, as the case may be
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(
provided
that any excess moneys or government obligations and any moneys or government
obligations remaining unclaimed after two years from the maturity date or
redemption date, as applicable, with respect to such notes will be repaid). As
a condition to defeasance or covenant defeasance, the Company must deliver to
the trustee (with a copy to the paying agent) an opinion of counsel to the
effect that the beneficial owners of the notes will not recognize income, gain
or loss for United States federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to United States federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred. Such opinion of counsel, in the case of defeasance under clause (i)
above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable United States federal income tax law
occurring after the date of the indenture. The Company may exercise its
defeasance option with respect to the notes notwithstanding the prior exercise
of the covenant defeasance option with respect thereto. If the Company
exercises the defeasance option with respect to the notes, payment of the
notes may not thereafter be accelerated because of an event of default.
If the Company exercises the covenant defeasance option with respect to the
notes, payment of the notes may not thereafter be accelerated by reference to
any covenant from which the Company and the Guarantors were released as
described under clause (ii) of the immediately preceding paragraph. However,
if acceleration were to occur for other reasons, the realizable value at the
acceleration date of the money and government obligations in the defeasance
trust could be less than the principal and interest then due on the notes, in
that the required deposit in the defeasance trust is based upon scheduled cash
flows rather than market value, which will vary depending upon interest rates
and other factors.
As used in this section, "government obligations" means euro-denominated
securities that are direct obligations (or certificates representing an
ownership interest in such obligations) of a member state of the European
Union as of the date of the indenture (including any agency or instrumentality
thereof) for the payment of which the full faith and credit of such government
is pledged;
provided
that such member state has a long-term government debt rating of "A1" or
higher by Moody's or "A+" or higher by S&P or the equivalent rating category
of another internationally recognized rating agency.
Events of Default
Each of the following constitutes an event of default under the indenture with
respect to the notes:
(1)
default in the payment of any installment of interest on the notes issued
under the indenture for 30 days after becoming due;
(2)
default in the payment of principal (or premium, if any) on the notes issued
under the indenture when due;
(3)
default in the performance of any other covenant with respect to the notes
continuing for 90 days after notice as provided below;
(4)
if payment of any Debt of the Company, the Guarantors or any of the Company's
Significant Subsidiaries in a principal amount exceeding the greater of (i)
$250 million or (ii) 5% of Consolidated Net Tangible Assets is accelerated as
a result of the failure of the Company, any Guarantor or any of the Company's
Significant Subsidiaries to perform any covenant or agreement applicable to
such Debt which acceleration is not rescinded or annulled within 60 days after
written notice thereof; and
(5)
certain events of bankruptcy, insolvency or reorganization with respect to the
Company.
If an event of default described in clause (1) through (4) above shall occur
and be continuing with respect to the outstanding notes, then either the
trustee or the holders of at least 25% in principal amount of the notes may
declare the principal and premium, if any, of the notes and the accrued
interest thereon, if any, to be due and payable.
If an event of default described in clause (5) above shall occur and be
continuing, then the principal and premium, if any, of the notes and the
accrued interest thereon, if any, shall be due and payable without any
declaration or other act on the part of the trustee or any holders of the
notes.
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The indenture will provide that the trustee shall, within 90 days after the
occurrence of a default known to the trustee, give the holders of the notes
notice of all uncured defaults known to it (the term "default" to mean the
events specified above without grace periods);
provided
that, except in the case of default in the payment of principal of or interest
on the notes, the trustee shall be protected in withholding such notice if it
in good faith determines the withholding of such notice is in the interest of
the holders of the notes and so advises the Company in writing. At any time
after such declaration of acceleration has been made, the holders of a
majority in principal amount of the notes, by written notice to the Company
and the trustee, may, in certain circumstances, rescind and annul such
declaration with respect to the notes,
provided
that such rescission would not conflict with any judgment or decree, and if
all existing events of default have been cured or waived except non-payment of
the principal amount or premium, if any, or interest on the notes that has
become due solely because of acceleration. A default will be deemed to be
known to the Trustee only in the case it has received written notice of such
default.
We will furnish to the trustee (with a copy to the paying agent) within 120
days after the end of the Company's fiscal year a statement by certain
officers to the effect that, to the best of their knowledge, no default has
occurred under the indenture or, if there has been a default, specifying each
such default. The holders of a majority of the outstanding principal amount of
the notes affected will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee with respect to the notes, and to waive certain defaults with respect
thereto. The indenture will provide that in case an event of default shall
occur and be continuing, the trustee shall exercise such of its rights and
powers under the indenture, and use the same degree of care and skill in its
exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs. Subject to such provisions, the trustee will
be under no obligation to exercise any of its rights or powers under the
indenture at the request of any of the holders of the notes unless they first
shall have offered to the trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request.
Before any holder of notes may institute action for any remedy, except payment
on such holder's notes when due, the holders of not less than 25% in principal
amount of the outstanding notes must request the trustee to take action and
certain other conditions must be met. Holders must also offer and give the
trustee security or indemnity reasonably satisfactory to it against
liabilities incurred by the trustee for taking such action.
If the euro is unavailable to us due to the imposition of exchange controls or
other circumstances beyond our control or if the euro is no longer being used
by the then member states of the European Monetary Union that have adopted the
euro as their currency or for the settlement of transactions by public
institutions of or within the international banking community, then all
payments in respect of the notes will be made in U.S. dollars until the euro
is again available to us or so used. The amount payable on any date in euros
will be converted into U.S. dollars on the basis of the most recently
available market exchange rate for euro. Any payment in respect of the notes
so made in U.S. dollars will not constitute an event of default. Neither the
trustee nor the paying agent shall be responsible for obtaining any exchange
rates or otherwise converting currency.
Modification of the Indenture and Waiver
The indenture will provide that the Company, the Guarantors (except that with
respect to clause (1) below with respect to the addition of guarantors, the
signatures of the other Guarantors shall not be required) and the trustee may
enter into supplemental indentures without the consent of the holders of the
notes of any series to:
(1)
add guarantors with respect to the notes, including any Guarantors, or to
secure the notes;
(2)
add covenants for the protection of the holders of the notes;
(3)
add any additional events of default;
(4)
cure any ambiguity, omission, mistake, defect or inconsistency in the indenture;
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(5)
add to or change or eliminate any provision of the indenture as shall be
necessary or desirable in accordance with any amendments to the Trust
Indenture Act;
(6)
supplement any of the provisions of the indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the notes so
long as any such action shall not adversely affect the interests of any holder
of the notes or any other series of debt securities issued thereunder;
(7)
prohibit the authentication and delivery of additional series of notes;
(8)
provide for uncertificated notes in addition to or in place of certificated
notes subject to applicable laws;
(9)
establish the form or terms of other debt securities issued under the
indenture and coupons of any series of such other debt securities pursuant to
the indenture and to change the procedures for transferring and exchanging
such other debt securities so long as such change does not adversely affect
the holders of any outstanding debt securities, including the notes (except as
required by applicable securities laws);
(10)
make any change to the indenture that does not adversely affect the rights
under the indenture of any holder of any series of debt securities, including
the notes;
(11)
secure any series of debt securities, including the notes;
(12)
evidence the acceptance of appointment by a successor trustee and to add to or
arrange any provisions of the indenture necessary for or to facilitate the
administration of the trusts created under the indenture by more than one
trustee;
(13)
comply with the merger and consolidation provisions pursuant to the indenture;
(14)
in the case of subordinated debt securities, to make any change to the
provisions of the indenture or any supplemental indenture relating to
subordination that would limit or terminate the benefits available to any
holder of Senior Debt under such provisions (but only if each such holder of
Senior Debt under such provisions consents to such change);
(15)
evidence the release of any Guarantor pursuant to the terms of the indenture;
(16)
add to, change, or eliminate any of the provisions of the indenture with
respect to one or more series of debt securities, so long as any such
addition, change or elimination not otherwise permitted under the indenture
shall: (i) neither apply to any debt security of any series including the
notes, created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor modify the rights of the holders
of any such debt security with respect to the benefit of such provision; or
(ii) become effective only when there is no such prior security outstanding; or
(17)
conform the indenture and/or the notes to this "Description of the Notes."
The indenture will also contain provisions permitting the Company, the
Guarantors and the trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of each series of notes affected to add
any provisions to, or change in any manner or eliminate any of the provisions
of, the indenture or modify in any manner the rights of the holders of such
series of notes so affected. However, the Company may not, without the consent
of each holder of notes of each series so affected:
(1)
extend the final maturity of such series of notes;
(2)
reduce the principal amount (or premium, if any) of such series of notes;
(3)
reduce the rate or extend the time of payment of interest on such series of
notes;
(4)
reduce any amount payable on redemption of such series of notes or change the
time (other than with respect to timing of notices of redemption) at which
such series of notes may be redeemed in accordance with the indenture;
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(5)
impair the right of any holder of such series of notes to institute suit for
the payment of such series of notes;
(6)
reduce the percentage in principal amount of such series of notes the consent
of the holders of which is required for any such modification;
(7)
make such series of notes payable in currency other than that stated in such
series of notes;
(8)
make any changes in the ranking or priority of such series of notes that would
adversely affect the holders of such series of notes;
(9)
make any change to the guarantees made by any Guarantors that would adversely
affect the rights of holders of such series of notes; or
(10)
amend the above items or applicable sections of the indenture providing
certain rights to the majority of holders of such series of notes.
The holders of at least a majority in principal amount of each series affected
thereby then outstanding, may waive compliance by the Company and the
Guarantors with certain restrictive provisions of the indenture applicable to
such series. The holders of not less than a majority in principal amount of
each series affected thereby then outstanding may waive any past default under
the indenture applicable to such series, except a default (a) in the payment
of principal of (and premium, if any) or any interest on such series, (b) in
respect of a covenant, or provision of the indenture which cannot be modified
or amended without the consent of the holder of each note of such series
outstanding affected, or (c) arising from the failure to redeem or purchase
notes of such series when required pursuant to the terms of the indenture.
Sinking Fund
There will not be a sinking fund for the notes.
Governing Law
The indenture and the notes will be governed by and construed in accordance
with the laws of the State of New York.
Concerning the Trustee, Paying Agent, Registrar and Transfer Agent
The Bank of New York Mellon Trust Company, N.A. will be the trustee,
registrar, and transfer agent and The Bank of New York Mellon, London Branch
will be paying agent under the indenture. The Issuer may change the paying
agent, the registrar or the transfer agent without prior notice to the
holders, and the Company or any of its Subsidiaries may act as the paying
agent, the registrar or the transfer agent.
Except during the continuance of an event of default, the trustee need perform
only those duties that are specifically set forth in the indenture and no
others, and no implied covenants or obligations will be read into the
indenture against the trustee. In case an event of default has occurred and is
continuing, the trustee shall exercise those rights and powers vested in it by
the indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs. No provision of the indenture will require the trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of its duties thereunder, or in the exercise of its rights or
powers, unless it receives indemnity satisfactory to it against any loss,
liability or expense.
Listing
We intend to apply for the notes to be listed and admitted to trading on the
New York Stock Exchange. We cannot assure you that such application will be
approved. If such a listing is obtained, we have no obligation to maintain
such listing and we may delist the notes at any time.
Payments in Euro
Holders will be required to pay for the notes in euro, and all payments of
interest and principal, including payments made upon any redemption of the
notes, will be payable in euro. If, on or after the date
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of this prospectus supplement, the euro is unavailable to the Company due to
the imposition of exchange controls or other circumstances beyond our control
or if the euro is no longer being used by the then member states of the
European Monetary Union that have adopted the euro as their currency or for
the settlement of transactions by public institutions of or within the
international banking community, then all payments in respect of the notes
will be made in U.S. dollars until the euro is again available to us or so
used. In such circumstances, the amount payable on any date in euro will be
converted into U.S. dollars on the basis of the most recently available market
exchange rate for euro. Any payment in respect of the notes so made in U.S.
dollars will not constitute an event of default under the notes or the
indenture governing the notes. Neither the trustee nor the paying agent shall
have any responsibility for any calculation or conversion in connection with
the forgoing or in connection with Judgment Currency.
Judgment Currency
The indenture will provide that the Company will agree, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court with respect to the notes it is
necessary to convert the sum due in respect of the principal, premium, if any,
or interest, if any, payable with respect to such notes into a currency in
which a judgment can be rendered (the "Judgment Currency"), the rate of
exchange from the currency in which payments under such notes is payable (the
"Required Currency") into the Judgment Currency will be the highest bid
quotation (assuming European style quotation - i.e., Required Currency per
Judgment Currency) received by the Company from three recognized foreign
exchange dealers in the City of New York for the purchase of the aggregate
amount of the judgment (as denominated in the Judgment Currency) on the
Business Day preceding the date on which a final unappealable judgment is
rendered, for settlement on such payment date, and at which the applicable
dealer timely commits to execute a contract, and (b) the Company's obligations
under the indenture to make payments in the Required Currency (i) will not be
discharged or satisfied by any tender, or by any recovery pursuant to any
judgment (whether or not entered in accordance with the preceding clause (a)),
in any currency other than the Required Currency, except to the extent that
such tender or recovery will result in the actual receipt by the judgment
creditor of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) will be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt will fall short of
the full amount of the Required Currency so expressed to be payable, and (iii)
will not be affected by judgment being obtained for any other sum due under
the indenture.
Book-Entry, Clearance and Settlement
The notes will be issued in the form of one or more fully registered global
notes (each a "global note") which will be deposited with, or on behalf of, a
common depositary (the "Depositary") for the accounts of Euroclear and
Clearstream, as applicable, or any successor thereto, and registered in the
name of the Depositary's nominee.
Investors who hold beneficial interests in a global note may hold such
interests directly through Euroclear and Clearstream if they are participants
in these systems, or indirectly through organizations that are participants in
Euroclear or Clearstream. Euroclear and Clearstream will hold interests in the
global notes on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositaries.
We will not issue notes in certificated form except in certain circumstances.
Instead, Euroclear and/or Clearstream will credit on its book-entry
registration and transfer systems a participant's account with the interest
beneficially owned by such a participant. The laws of some jurisdictions,
including certain states of the United States, may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. The foregoing limitations may impair the ability to own,
transfer or pledge book-entry interests. In addition, while the notes are in
global form, owners of interests in a global note will not have the notes
registered in their names, will not receive physical delivery of the notes in
certificated form and will not be considered the registered owners or
"holders" of notes under the indenture for any purpose. Beneficial interests
in the global notes will be issued in minimum denominations of €100,000
and integral multiples of €1,000 in excess thereof. Book-entry interests
will be limited to persons that have accounts with Euroclear and/or
Clearstream or persons that may hold interests through such participants.
Book-entry
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interests will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by Euroclear and/or Clearstream
and their participants.
So long as the notes are held in global form, the Depositary will be
considered the holder of the global notes for all purposes under the
indenture. As such, participants must rely on the procedures of Euroclear
and/or Clearstream and indirect participants must rely on the procedures of
Euroclear and/or Clearstream and the participants through which they own
book-entry interests in order to exercise any rights of holders under the
indenture.
Neither the Company, nor the trustee under the indenture, nor any of the
Company's or the trustee's respective agents will have any responsibility or
be liable for any aspect of the records relating to the book-entry interests.
Euroclear and Clearstream have advised us that Euroclear and Clearstream hold
securities for participating organizations. They also facilitate the clearance
and settlement of securities transactions between their respective
participants through electronic book-entry changes in the accounts of such
participants. Euroclear and Clearstream provide various services to their
participants, including the safekeeping, administration, clearance,
settlement, lending and borrowing of internationally traded securities.
Euroclear and Clearstream interface with domestic securities markets.
Euroclear and Clearstream participants are financial institutions such as
underwriters, securities brokers and dealers, banks, trust companies and
certain other organizations. Indirect access to Euroclear or Clearstream is
also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Euroclear or
Clearstream participant, either directly or indirectly.
If Euroclear or Clearstream, as applicable, notifies us that it is unwilling
or unable to continue as a clearing system in connection with the global notes
or, Euroclear or Clearstream, as applicable, ceases to be a clearing system,
and in each case a successor clearing system is not appointed by us after
receiving such notice or on becoming aware that Euroclear and Clearstream are
no longer so registered, we will issue or cause to be issued individual
certificates in registered form on registration of transfer of, or in exchange
for, book-entry interests in the notes represented by such global notes upon
delivery of such global notes for cancellation.
Title to book-entry interests in the notes will pass by book-entry
registration of the transfer within the records of Clearstream or Euroclear,
as the case may be, in accordance with their respective procedures. Book-entry
interests in the notes may be transferred within Clearstream and within
Euroclear and between Clearstream and Euroclear in accordance with procedures
established for these purposes by Clearstream and Euroclear.
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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the material United States federal
income tax consequences of the purchase, ownership and disposition of the
notes. This summary does not provide a complete analysis of all potential tax
considerations. This discussion only applies to an investor that acquires the
notes pursuant to this offering at the price indicated on the cover of this
prospectus supplement. This discussion is based upon the United States
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and judicial decisions and administrative rulings and practice, all as of the
date hereof and all of which are subject to change, possibly with retroactive
effect. As a result, the tax considerations of purchasing, owning or disposing
of the notes could differ from those described below. This discussion is
limited to investors that hold the notes as "capital assets" within the
meaning of Section 1221 of the Code for United States federal income tax
purposes. Furthermore, this discussion is general in nature and does not
address all aspects of United States federal income taxation that may be
applicable to investors in light of their particular circumstances (including
the impact of the Medicare contribution tax on net investment income), or to
investors subject to special treatment under United States federal income tax
law, such as banks and other financial institutions, insurance companies,
regulated investment companies, real estate investment trusts, brokers,
retirement plans, individual retirement accounts or other tax-deferred
accounts, pension plans, subchapter S corporations, tax-exempt organizations,
persons that are in the same "expanded group" or "modified expanded" group
(each within the meaning of Proposed Treasury regulation (s)1.385-1) as the
Company, entities that are treated as partnerships for United States federal
income tax purposes and their partners, dealers or traders in securities or
currencies, U.S. expatriates and former long-term residents, United States
Holders (as defined below) whose "functional currency" is not the United
States dollar; persons that hold the notes as part of a straddle, hedge,
conversion transaction or other integrated transaction for tax purposes;
persons purchasing or selling notes as part of a wash sale for tax purposes;
"controlled foreign corporations"; corporations that accumulate earnings to
avoid U.S. federal income tax; "passive foreign investment companies";
non-U.S. trusts and estates that have U.S. beneficiaries; persons subject to
the alternative minimum tax; persons subject to base erosion and anti-abuse
tax under Section 59A of the Code; persons that have ceased to be U.S.
citizens or permanent residents of the United States or entities subject to
the U.S. anti-inversion rules; persons that are required to recognize income
for tax purposes no later than the time when such income is taken into account
in applicable financial statements (within the meaning of Section 451 of the
Code); or United States Holders that hold notes through non-U.S. brokers or
other non-U.S. intermediaries. Further, this discussion does not address the
considerations under U.S. alternative minimum tax rules, any consequences
resulting from U.S. federal tax laws other than income tax laws (such as
estate or gift tax laws), the tax laws of any U.S. state or locality, any
non-U.S. tax laws or considerations under any applicable income tax treaty. We
will not seek a ruling from the Internal Revenue Service (the "IRS") with
respect to any of the matters discussed herein and there can be no assurance
that the IRS will not challenge one or more of the tax considerations
described herein.
The following discussion is not a substitute for careful tax planning and
advice and is included for general information only. Investors considering the
purchase of notes should consult their own tax advisors with respect to the
application of the United States federal income tax laws to their particular
situations, as well as any tax consequences arising under the estate or gift
tax laws or the laws of any state, local or non-United States taxing
jurisdiction, or under any applicable tax treaty and the possible effects of
changes in federal or other tax laws.
For purposes of this discussion, the term "United States Holder" means a
beneficial owner of the notes that is (1) an individual who is a citizen or
resident of the United States, (2) a corporation or other entity treated as a
corporation for United States federal income tax purposes that is created or
organized in or under the laws of the United States or any political
subdivision thereof, (3) a trust if it (i) is subject to the primary
supervision of a United States court and the control of one or more United
States persons or (ii) was in existence on August 20, 1996 and has a valid
election in effect under applicable Treasury regulations to be treated as a
United States person, or (4) an estate, the income of which is subject to
United States federal income tax regardless of its source.
The term "Non-United States Holder" means a beneficial owner (other than a
partnership for United States federal income tax purposes) of notes that is
not a United States Holder.
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If a partnership (including any entity or arrangement treated as a partnership
for United States federal income tax purposes) owns notes, the tax treatment
of a partner in the partnership will depend upon the status of the partner and
the activities of the partnership. Partners in a partnership that owns the
notes should consult their tax advisors as to the particular United States
federal income tax consequences applicable to them.
Consequences to United States Holders
Additional Payments
In certain circumstances (see, for instance "Description of the Notes - Repurcha
se Upon Change of Control Triggering Event" and "Description of the
Notes - Optional Redemption"), we may be obligated or elect to pay amounts in
excess of stated interest or principal on the notes. Our obligation or
election to pay such excess amounts may implicate the provisions of the
Treasury regulations relating to "contingent payment debt instruments," in
which case the timing and amount of income inclusions and the character of
income recognized may be different from the consequences discussed herein.
Under these Treasury regulations, however, one or more contingencies will not
cause a debt instrument to be treated as a contingent payment debt instrument
if, as of the issue date, such contingencies, in the aggregate, are considered
"remote" or "incidental." Although the issue is not free from doubt, we intend
to take the position that the possibility of such additional amounts being
payable on the notes is a remote or incidental contingency within the meaning
of applicable Treasury regulations as of the date hereof, and thus does not
result in the notes being treated as contingent payment debt instruments under
applicable Treasury regulations. Therefore, we do not intend to treat the
potential payment of additional amounts pursuant to the optional redemption,
additional amounts or optional repurchase provisions as part of the yield to
maturity of the notes. Our determination that this contingency is remote or
incidental is binding on a United States Holder, unless such United States
Holder explicitly discloses to the IRS on its tax return for the year during
which it acquires the notes that it is taking a different position. However,
our position is not binding on, and may be challenged by, the IRS. If the IRS
takes a contrary position to that described above, such challenge could affect
the timing and amount of a United States Holder's income, and a United States
Holder may be required to accrue income on its notes based upon a "comparable
yield" (as defined in the applicable Treasury regulations) in excess of stated
interest and to treat as ordinary income rather than capital gain any income
recognized on the taxable disposition of a note. United States Holders should
consult their tax advisor regarding the potential application to the notes of
the contingent payment debt regulations and the tax consequences if the notes
were treated as contingent payment debt instruments. The discussion below
assumes that the notes will not be treated as contingent payment debt
instruments.
Payments of interest
Interest on a note will generally be treated as ordinary income at the time it
is paid or accrued in accordance with a United States Holder's usual method of
accounting for U.S. federal income tax purposes. It is anticipated, and this
discussion assumes, that the notes will not be issued with original issue
discount for U.S. federal income tax purposes.
A United States Holder that uses the cash method of tax accounting will be
required to include in income the U.S. dollar value of the euro-denominated
stated interest payment on a note based on the spot rate of exchange on the
date of receipt, regardless of whether the payment is in fact converted into
U.S. dollars. No foreign currency exchange gain or loss will be recognized
with respect to the receipt of such payment (but foreign currency exchange
gain or loss realized on the disposition of the euros so received may be
recognized, see "- Transaction in Euros," below).
A United States Holder that uses the accrual method of tax accounting will
accrue interest income on a note in euros and translate the amount accrued
into U.S. dollars based on either:
.
the average exchange rate in effect during the interest accrual period, or
portion thereof, within such United States Holder's taxable year; or
.
at such United States Holder's election, at the spot rate of exchange on (1)
the last day of the accrual period, or the last day of the taxable year within
such accrual period if the accrual period spans
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more than one taxable year, or (2) the date of receipt of such stated interest
payment, if such date is within five business days of the last day of the
accrual period. Such election must be applied consistently by the United
States Holder to all debt instruments from year to year and can be changed
only with the consent of the IRS.
A United States Holder that uses the accrual method of tax accounting will
recognize foreign currency exchange gain or loss on the receipt of an interest
payment (including, upon the sale of a note, the receipt of proceeds which
include amounts attributable to accrued but unpaid interest previously
included in income), equal to the difference between (i) the value of the
euros received as interest, as translated into U.S. dollars using the spot
rate of exchange on the date of receipt, regardless of whether the payment is
in fact converted into U.S. dollars, and (ii) the U.S. dollar amount
previously included in income with respect to such payment. Such foreign
currency exchange gain or loss will be treated as U.S.-source ordinary income
or loss but generally will not be treated as an adjustment to interest income
received on the notes.
Sale, exchange, redemption or other taxable disposition of notes
Upon the sale, exchange, retirement at maturity, redemption or other taxable
disposition of a note, except as noted below with respect to foreign currency
exchange gain or loss, a United States Holder generally will recognize capital
gain or loss equal to the difference between the amount realized by such
United States Holder (except to the extent such amount is attributable to
accrued but unpaid interest, which will be taxable as described above under "-
Consequences to United States Holders - Payments of interest") and such United
States Holder's adjusted tax basis in the note. Subject to the discussion
below, the adjusted tax basis of a note to a United States Holder will
generally be the U.S. dollar value of the euro purchase price calculated at
the spot rate of exchange on the date of purchase, and the amount realized by
a United States Holder upon the disposition of a note will generally be the
U.S. dollar value of the euros received calculated at the spot rate of
exchange on the date of disposition.
If the notes are traded on an established securities market, a United States
Holder that uses the cash method of tax accounting, and if it so elects, a
United States Holder that uses the accrual method of tax accounting, will
determine the U.S. dollar values of its adjusted tax basis in the note and the
amount realized on the disposition of a note by translating euro amounts at
the spot rate of exchange on the settlement date of the purchase or the
disposition, respectively. The election available to accrual basis United
States Holders discussed above must be applied consistently by the United
States Holder to all debt instruments from year to year and can be changed
only with the consent of the IRS. If an accrual method taxpayer does not make
this election, it will recognize foreign currency exchange gain or loss
(taxable as ordinary gain or loss) upon the sale, exchange, retirement,
redemption or other disposition of the notes to the extent that the U.S.
dollar value of the euros received (based on the spot rate on the settlement
date) differs from the U.S. dollar value of the amount realized.
Any capital gain or loss will be long-term capital gain or loss if the United
States Holder's holding period for the notes exceeds one year on the date of
disposition. Long-term capital gains recognized by non-corporate United States
Holders are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations.
Gain or loss recognized by a United States Holder on a sale, exchange,
retirement at maturity, redemption or other taxable disposition of a note
generally will be treated as ordinary income or loss to the extent that the
gain or loss is attributable to changes in the euro to U.S. dollar exchange
rate during the period in which the United States Holder held such note. Such
foreign currency exchange gain or loss will equal the difference between the
U.S. dollar value of the euro purchase price calculated at the spot rate of
exchange on the date (1) the note is disposed of (or the spot rate on the
settlement date, if applicable) and (2) of purchase (or the spot rate on the
settlement date, if applicable). The recognition of foreign currency exchange
gain or loss on a sale, exchange, retirement at maturity or other taxable
disposition (with respect to both principal and interest) will be limited to
the amount of overall gain or loss realized on the disposition of a note. Any
gain or loss realized in excess of the foreign currency exchange gain or loss
will be capital gain or loss.
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Transaction in Euros
Euros received as interest on, or on a disposition of, a note will have a tax
basis equal to their U.S. dollar value at the time such interest is received
or at the time such proceeds from disposition are received. The amount of gain
or loss recognized on a sale or other disposition of such euros will be equal
to the difference between (1) the amount of U.S. dollars, or the fair market
value in U.S. dollars of the other property received in such sale or other
disposition, and (2) the United States Holder's adjusted tax basis in such
euros. As discussed above, if the notes are traded on an established
securities market, a cash basis United States Holder (or an electing accrual
basis United States Holder) will determine the U.S. dollar value of the euros
by translating the euros received at the spot rate of exchange on the
settlement date of the purchase or the disposition. A United States Holder
that purchases a note with previously owned euros will generally recognize
gain or loss in an amount equal to the difference, if any, between such United
States Holder's adjusted tax basis in such euros and the U.S. dollar fair
market value of such note on the date of purchase.
Any such gain or loss generally will be ordinary income or loss and will not
be treated as interest income or expense. The conversion of U.S. dollars to
euros and the immediate use of such euros to purchase a note generally will
not result in any exchange gain or loss for a United States Holder.
Reportable Transaction Reporting
Treasury regulations could be interpreted to cover transactions generally not
regarded as tax shelters, including certain foreign currency transactions
giving rise to losses in excess of a certain minimum amount (e.g., $50,000 in
the case of an individual or trust), such as the receipt or accrual of
interest or OID or a sale, exchange, retirement or other taxable disposition
of a foreign currency note or foreign currency received in respect of a
foreign currency note. United States Holders should consult their own tax
advisors to determine the tax reporting obligations, if any, including any
requirement to file IRS Form 8886, with respect to the ownership or
disposition of the notes or any related transaction such as the disposition of
any euros received in respect of the notes.
Information reporting and backup withholding
In general, a United States Holder will be subject to backup withholding at
the applicable tax rate (currently 24%), and information reporting (to the
holder and the IRS) with respect to payments of interest on the notes and
gross proceeds from dispositions (including a retirement or redemption) of the
notes, unless the holder (i) is an entity that is exempt from backup
withholding (generally including corporations, tax-exempt entities and certain
qualified nominees) and, when required, provides appropriate documentation to
that effect or (ii) provides the applicable withholding agent with its social
security or other taxpayer identification number ("TIN") within a reasonable
time after a request therefor on an IRS Form W-9 (or a suitable substitute or
successor form or such other form as the IRS may prescribe), certifies that
the TIN provided is correct, that the holder has not been notified by the IRS
that it is subject to backup withholding due to a prior underreporting of
interest or dividends, and otherwise complies with applicable requirements of
the backup withholding rules, and that the holder is a U.S. Person. A United
States Holder who does not provide the applicable withholding agent with its
correct TIN may be subject to penalties imposed by the IRS. U.S. backup
withholding is not an additional tax. The amount of any backup withholding
from a payment to a U.S. Holder may be allowed as a credit against such
holder's U.S. federal income tax liability and may entitle such holder to a
refund,
provided
that the required information is timely furnished to the IRS. U.S. Holders
should consult their own tax advisors regarding their qualification for an
exemption from backup withholding and the procedures for obtaining such an
exemption, if applicable.
Consequences to Non-United States Holders
Stated interest
Subject to the discussions below concerning backup withholding and FATCA
withholding (as defined below), a Non-United States Holder generally will not
be subject to United States federal income or withholding tax on a payment of
interest on the notes that is not effectively connected with such holder's
conduct of a U.S. trade or business provided that the Non-United States Holder
(A) does not actually or constructively own 10% or more of the total combined
voting power of all classes of our voting stock, (B) is
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not a controlled foreign corporation related to us directly or constructively
through stock ownership, (C) is not a bank that acquired the notes in
consideration for an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of business, and (D) satisfies certain
certification requirements. Such certification requirements will generally be
met if (x) the Non-United States Holder provides its name, address, and TIN,
if any, and certifies on IRS Form W-8BEN or Form W-8BEN-E (or a substantially
similar form), under penalties of perjury, that it is not a United States
person, (y) a securities clearing organization or certain other financial
institutions holding the note on behalf of the Non-United States Holder
certifies on Form W-8IMY, under penalties of perjury, that such certification
from the Non-United States Holder has been received by it and furnishes us or
our paying agent with a copy thereof, together with any applicable underlying
IRS forms sufficient to establish that the Non-United States Holders is not a
United States person or (z) the Non-United States Holder holds its note
directly through a "qualified intermediary" (within the meaning of applicable
Treasury regulations) and certain conditions are satisfied. In addition, we or
our paying agent must not have actual knowledge or reason to know that the
beneficial owner of the note is a United States person. If a Non-United States
Holder cannot satisfy the requirements outlined above, then interest on the
notes will generally be subject to United States withholding tax at a 30% rate
unless such Non-United States Holder provides us with (A) a properly executed
IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) claiming an
exemption from or reduction in withholding under the benefit of an applicable
income tax treaty, or (B) IRS Form W-8ECI (or other applicable form) stating
that interest paid on the notes is not subject to withholding tax because it
is effectively connected with the conduct of a trade or business in the United
States.
If a Non-United States Holder is engaged in a trade or business in the United
States and interest on the notes (or gain from a sale or other taxable
disposition) is effectively connected with the conduct of that trade or
business (and, if required by an applicable income tax treaty, is attributable
to a United States permanent establishment or fixed base) then, the Non-United
States Holder will be exempt from the 30% withholding tax provided the
certification requirements discussed above are satisfied. However, such
Non-United States Holder will be subject to United States federal income tax
on that interest on a net income basis in the same manner as if such
Non-United States Holder were a United States Holder as described above. If a
Non-United States Holder is eligible for the benefits of any income tax treaty
between the United States and its country of residence, any interest income
that is effectively connected income will be subject to U.S. federal income
tax in the manner specified by the income tax treaty if the Non-United States
Holder claims the benefit of the income tax treaty by providing a properly
completed and duly executed IRS Form W-8BEN or W-8BEN-E, as applicable (or a
suitable substitute or successor form or such other form as the IRS may
prescribe). In addition, if a Non-United States Holder is a foreign
corporation, such effectively connected income may, under certain
circumstances, be subject to an additional branch profits tax at a 30% rate,
or such lower rate as may be specified under an applicable income tax treaty.
Non-United States Holders engaged in the conduct of a trade or business in the
United States are urged to consult their own tax advisors regarding the U.S.
federal income tax consequences of ownership and disposition of the notes.
Disposition of the notes
Subject to the discussions below concerning backup withholding and FATCA
withholding (as defined below), a Non-United States Holder will not be subject
to United States federal income tax with respect to gain recognized on the
disposition of the notes unless:
.
the gain is effectively connected with the conduct of a United States trade or
business of such holder (and, where an income tax treaty applies, is
attributable to a United States permanent establishment or fixed base); or
.
the Non-United States Holder is an individual who is present in the United
States for 183 or more days in the taxable year and certain other conditions
are satisfied.
A Non-United States Holder described in the first bullet point above will
generally be subject to United States federal income tax on that gain on a net
income basis in the same manner as if such Non-United States Holder were a
United States Holder as described above. In addition, if a Non-United States
Holder is a foreign corporation, such effectively connected income may, under
certain circumstances, be subject to an additional branch profits tax at a 30%
rate, or such lower rate as may be specified under an applicable income tax
treaty.
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If a Non-United States Holder is described in the second bullet point above,
any gain realized allocable to U.S. sources from the sale, exchange,
redemption, retirement or other taxable disposition of the notes will be
subject to United States federal income tax at a 30% rate (or lower applicable
treaty rate), which may be offset by certain United States source capital
losses.
Information reporting and backup withholding
We must report annually to the IRS and to a Non-United States Holder the
amount of interest paid to the Non-United States Holder and the amount of tax,
if any, withheld with respect to such interest. Unless the Non-United States
Holder complies with certification procedures to establish that the Non-United
States Holder is not a United States person, information returns may also be
filed with the IRS in connection with the proceeds from a sale or other
disposition (including a retirement or redemption) of a note. The IRS may make
this information available, under the provisions of an applicable tax treaty,
to the tax authorities in the country in which the Non-United States Holder is
a resident.
In addition, a Non-United States Holder may be subject to backup withholding
with respect to interest payments on a note, unless, generally, the Non-United
States Holder certifies under penalties of perjury (usually on IRS Form W-8BEN
or W-8BEN-E) that the Non-United States Holder is not a United States person
or the Non-United States Holder otherwise establishes an exemption, provided
that the applicable withholding agent does not have actual knowledge or reason
to know that such holder is a U.S. Person who is not an exempt recipient. The
payment of the proceeds of the disposition of notes (including a retirement or
redemption) within the United States or conducted through certain U.S.-related
financial intermediaries may be subject to information reporting and backup
withholding (currently at a rate of 24%) unless the Non-United States Holder
provides the certification described above, the payor does not have actual
knowledge or reason to know that a holder is a U.S. Person who is not an
exempt recipient, or the Non-United States Holder otherwise establishes an
exemption. Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules may be allowed as a credit against the
Non-United States Holder's United States federal income tax liability and may
entitle such holder to a refund, provided the required information is
furnished to the IRS. Non-United States Holders should consult their own tax
advisors regarding their qualification for an exemption from backup
withholding and the procedures for obtaining such an exemption, if applicable.
FATCA Withholding
Sections 1471 through 1474 of the Code and the Treasury regulations
promulgated thereunder ("FATCA") generally impose a withholding tax of 30% on
interest income paid on a debt obligation to (i) a foreign financial
institution (as the beneficial owner or as an intermediary for the beneficial
owner), unless such institution (A) enters into, and is in compliance with, an
agreement with the United States government to collect and provide to the
United States tax authorities substantial information regarding United States
account holders of such institution (which would include certain equity and
debt holders of such institution, as well as certain account holders that are
foreign entities with United States owners) or (B) is a resident in a country
that has entered into an intergovernmental agreement with the United States in
relation to such withholding and information reporting and the financial
institution complies with the related information reporting requirements of
such country; and (ii) a foreign entity that is not a financial institution
(as the beneficial owner or as an intermediary for the beneficial owner),
unless such entity provides the withholding agent with a certification
identifying the substantial United States owners of the entity, which
generally includes any United States person who directly or indirectly owns
more than 10% of the entity, in each case, unless another exemption applies.
Although FATCA withholding may also apply to gross proceeds of a disposition
of a debt obligation, proposed regulations (that may be relied upon pending
finalization) suspend withholding on such gross proceeds payments indefinitely.
An intergovernmental agreement between the Unites States and the applicable
foreign country, or future Treasury Regulations or other guidance, may modify
these requirements. In many cases, beneficial owners may be able to indicate
their exemption from, or compliance with, FATCA by providing a properly
completed revised Form W-8BEN or W-8BEN-E, as applicable, to the applicable
withholding agent certifying as to such status under FATCA; however, it is
possible that additional information and diligence
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requirements will apply in order for a beneficial owner to establish an
exemption from withholding under FATCA to the applicable withholding agent.
Investors are encouraged to consult with their own tax advisors regarding the
implications of FATCA on their investment in a note.
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UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement dated
the date of this prospectus supplement, each underwriter named below, for whom
Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and Merrill Lynch
International are acting as representatives (the "Representatives"), has
severally agreed to purchase, and we have agreed to sell to that underwriter,
the aggregate principal amount of the notes set forth opposite the
underwriter's name in the following table:
Underwriter Principal Amount
of Notes
Citigroup Global Markets Limited € 146,000,000
Goldman Sachs & Co. LLC 137,000,000
Merrill Lynch International 137,000,000
Bank of Montreal, London Branch 53,000,000
J.P. Morgan Securities plc 53,000,000
RBC Europe Limited 53,000,000
Scotiabank (Ireland) Designated Activity Company 53,000,000
Capital One Securities, Inc. 24,000,000
Mizuho International plc 24,000,000
Siebert Williams Shank & Co., LLC 24,000,000
UniCredit Bank GmbH 24,000,000
U.S. Bancorp Investments, Inc. 24,000,000
ING Bank N.V., Belgian Branch 12,000,000
Lloyds Securities Inc. 12,000,000
Morgan Stanley & Co. International plc 12,000,000
PNC Capital Markets LLC 12,000,000
Total € 800,000,000
The underwriting agreement provides that the obligations of the underwriters
to purchase the notes in this offering are subject to approval of legal
matters by counsel and to other conditions. The underwriters reserve the right
to withdraw, cancel or modify offers to the public and to reject orders in
whole or in part. The underwriters are obligated to purchase all of the notes
if they purchase any of the notes. The underwriting agreement also provides
that if an underwriter defaults, the purchase commitments of non-defaulting
underwriters may be increased or the offering of the notes may be terminated.
The underwriters propose to offer the notes directly to the public at the
public offering price set forth on the cover page of this prospectus
supplement and may offer notes to certain dealers at a price that represents a
concession not to exceed 0.250% of the principal amount of the notes. The
underwriters may allow, and any such dealer may reallow, a concession not to
exceed 0.150% of the principal amount of the notes. After the initial offering
of the notes to the public, the Representatives may change the respective
public offering prices of the notes and other selling terms.
The following table shows the underwriting discount that we are to pay to the
underwriters in connection with this offering (expressed as a percentage of
the principal amount of the notes).
Paid by Molson Coors
Beverage Company
Per Note 0.425
%
We estimate that our total expenses for this offering, other than the
underwriting discount, will be approximately $2.2 million.
It is expected that delivery of the notes will be made against payment
therefor on or about May 29, 2024, which is the fourth business day following
the date hereof (such settlement cycle being referred to as
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"T+4"). Under Rule 15c6-1 under the Exchange Act, trades in the secondary
market generally are required to settle in two business days unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes prior to the second business day before settlement
will be required, by virtue of the fact that the notes initially will settle
in T+4, to specify an alternative settlement cycle at the time of any such
trade to prevent failed settlement. Such purchasers should consult their own
advisors.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
the underwriters may be required to make because of any of those liabilities.
The underwriters and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and
brokerage activities. Certain of the underwriters and their affiliates have,
from time to time, performed, and may in the future perform, various financial
advisory, investment banking and commercial banking services for our company,
for which they received or will receive customary fees and expenses.
Affiliates of certain of the underwriters are lenders under our existing
credit facilities.
In the ordinary course of their various business activities, the underwriters
and their respective affiliates may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers, and such investment and
securities activities may involve securities and/or instruments of our
company. If any of the underwriters or their respective affiliates has a
lending relationship with us certain of those underwriters or their affiliates
routinely hedge, and certain other of those underwriters or their affiliates
may hedge, their credit exposure to us consistent with their customary risk
management policies. Typically, such underwriters and their affiliates would
hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in our
securities, including potentially the notes offered hereby. Any such short
positions could adversely affect future trading prices of the notes offered
hereby. The underwriters and their respective affiliates may also make
investment recommendations and/or publish or express independent research
views in respect of such securities or instruments and may at any time hold,
or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
New Issue of Notes
There is currently no public trading market for the notes. The underwriters
have advised us that they intend to make a market in the notes. However, they
are not obligated to do so and may discontinue any market-making in the notes
at any time in their sole discretion. Therefore, we cannot assure you that
liquid trading markets for the notes will develop, that you will be able to
sell your notes at a particular time or that the price you receive when you
sell will be favorable. We intend to apply to list the notes on the New York
Stock Exchange. We cannot assure you that such application with be approved.
Sales Outside the United States
The notes may be offered and sold in the United States and certain
jurisdictions outside the United States in which such offer and sale is
permitted.
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For the purposes of this provision: (a) the expression
"retail investor" means a person who is one (or more) of the following: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of the Insurance Distribution Directive, where
that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Article 2(e) of the EU Prospectus Regulation. Consequently, no key
information document required by the PRIIPs Regulation for offering or selling
the notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor
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in the EEA may be unlawful under the PRIIPs Regulation. This prospectus
supplement and the accompanying prospectus has been prepared on the basis that
any offer of notes in any member state of the EEA that is subject to the EU
Prospectus Regulation will be made pursuant to an exemption under the EU
Prospectus Regulation from the requirement to publish a prospectus for offers
of notes. This prospectus supplement and the accompanying prospectus is not a
prospectus for the purposes of the EU Prospectus Regulation.
United Kingdom
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For the purposes of this provision: (a) the
expression "retail investor" means a person who is one (or more) of the
following: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
EUWA; (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 ("FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA (the "U.K. Prospectus Regulation"). Consequently, no key information
document required by the U.K. PRIIPs Regulation for offering or selling the
notes or otherwise making them available to retail investors in the U.K. has
been prepared and therefore offering or selling the notes or otherwise making
them available to any retail investor in the U.K. may be unlawful under the
U.K. PRIIPs Regulation. This prospectus supplement and the accompanying
prospectus has been prepared on the basis that any offer of notes in the U.K.
will be made pursuant to an exemption under the U.K. Prospectus Regulation
from the requirement to publish a prospectus for offers of notes. This
prospectus supplement and the accompanying prospectus is not a prospectus for
the purposes of the U.K. Prospectus Regulation.
This prospectus supplement and the accompanying prospectus have not been
approved by an authorized person for the purposes of section 21 of the FSMA
and are being distributed only to, and are directed only at, persons in the
United Kingdom who are "qualified investors" (as defined in the U.K.
Prospectus Regulation) who are also (i) persons having professional experience
in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"), (ii) high net worth entities or other persons falling
within Articles 49(2)(a) to (d) of the Order, or (iii) persons to whom it
would otherwise be lawful to distribute them, all such persons together being
referred to as "Relevant Persons." The notes are only available to, and any
invitation, offer or agreement subscribe, purchase or otherwise acquire such
notes will be engaged in only with, Relevant Persons.
Hong Kong
Each underwriter (i) has not offered or sold and will not offer or sell in
Hong Kong, by means of any document, any notes other than (a) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the
laws of Hong Kong) (the "SFO") and any rules made thereunder; or (b) in other
circumstances which do not result in the document being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32 of the Laws of Hong Kong) (the "CO") or which do not constitute an
offer to the public within the meaning of the CO; and (ii) has not issued or
had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere,
any advertisement, invitation or document relating to the notes, which is
directed at, or the contents of which are likely to be accessed or read by,
the public of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to the notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFO and any rules made thereunder.
Japan
The notes have not been and will not be registered pursuant to Article 4,
Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none
of the notes nor any interest therein may be offered or
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sold, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in
Japan, including any corporation or other entity organized under the laws of
Japan), or to others for re-offering or resale, directly or indirectly, in
Japan or to or for the benefit of a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance
with, the Financial Instruments and Exchange Act and any other applicable
laws, regulations and ministerial guidelines of Japan in effect at the
relevant time.
Singapore
Each underwriter has acknowledged that this prospectus supplement has not been
registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each underwriter has represented, warranted and agreed that it
has not offered or sold any notes or caused the notes to be made the subject
of an invitation for subscription or purchase and will not offer or sell any
notes or cause the notes to be made the subject of an invitation for
subscription or purchase, and has not circulated or distributed, nor will it
circulate or distribute, this prospectus supplement or any other document or
material in connection with the offer or sale, or invitation for subscription
or purchase, of the notes, whether directly or indirectly, to any person in
Singapore other than (i) to an institutional investor (as defined in Section
4A of the Securities and Futures Act 2001 of Singapore, as modified or amended
from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to
an accredited investor (as defined in Section 4A of the SFA) pursuant to and
in accordance with the conditions specified in Section 275 of the SFA.
Singapore SFA Product Classification
: Solely for the purposes of its obligations pursuant to sections 309B(1)(a)
and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the notes are
"prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Other Jurisdictions
Each underwriter has represented and agreed that it has not offered, sold or
delivered and will not offer, sell or deliver any of the notes directly or
indirectly or distribute this prospectus supplement and the accompanying
prospectus or any other offering material relating to the notes in or from any
jurisdiction except under circumstances that will result in compliance with
the applicable laws and regulations thereof and that will not impose any
obligations on us except as set forth in the underwriting agreement.
Price Stabilization and Short Positions
In connection with the offering, the underwriters may purchase and sell notes
in the open market. Purchases and sales in the open market may include short
sales, purchases to cover short positions and stabilizing purchases.
.
Short sales involve secondary market sales by the underwriters of a greater
number of notes than they are required to purchase in the offering.
.
Covering transactions involve purchases of notes in the open market after the
distribution has been completed in order to cover short positions.
.
Stabilizing transactions involve bids to purchase notes so long as the
stabilizing bids do not exceed a specified maximum.
Purchases to cover short positions and stabilizing purchases, as well as other
purchases by the underwriters for their own accounts, may have the effect of
preventing or retarding a decline in the market prices of the notes. They may
also cause the prices of the notes to be higher than the prices that would
otherwise exist in the open market in the absence of these transactions. The
underwriters may conduct these transactions in the over-the-counter market or
otherwise. If the underwriters commence any of these transactions, they may
discontinue them at any time.
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LEGAL MATTERS
Certain legal matters with respect to the validity of the notes will be passed
upon for us by Kirkland & Ellis LLP. Certain matters relating to Colorado law
will be passed upon by Perkins Coie LLP. Certain matters relating to Ontario
law will be passed upon for Molson Canada 2005 by McCarthy Tetrault LLP.
Certain legal matters will be passed upon for the underwriters by Davis Polk &
Wardwell LLP, New York, New York.
EXPERTS
The consolidated financial statements and management's assessment of the
effectiveness of internal control over financial reporting (which is included
in Management's Report on Internal Control over Financial Reporting)
incorporated in this prospectus supplement by reference to the Annual Report
on Form 10-K for the year ended December 31, 2023 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement is part of a registration statement on Form S-3
that we filed with the SEC. That registration statement contains more
information than this prospectus supplement and the accompanying prospectus
regarding us and our securities, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the address
listed below or from the SEC's website.
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet at
the SEC's web site at www.sec.gov. You may also read and copy any document we
file with the SEC at their Public Reference Room located at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330 for more
information. Our filings with the SEC are also available on our website at
www.molsoncoors.com. The information on our website is not incorporated by
reference in this prospectus supplement and you should not consider it a part
of this this prospectus supplement or the accompanying prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and any accompanying prospectus
supplement, and later information filed with the SEC will automatically update
and supersede this information. We incorporate by reference the documents
listed below and all documents subsequently filed with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering under this prospectus and any prospectus
supplement (other than information deemed furnished and not filed in
accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):
.
our
Annual Report on Form 10-K for the year ended December 31, 2023
(including portions of our
Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting of
stockholders filed with the SEC on April 3, 2024
to the extent specifically incorporated by reference in such Annual Report on
Form 10-K);
.
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
; and
.
our Current Report on Form 8-K filed with the SEC on May 17, 2024.
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You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning us at the following address:
Molson Coors Beverage Company
P.O. Box 4030, BC555
Golden, Colorado 80401
Attention: Investor Relations
MCBCInvestorRelations@molsoncoors.com
(303) 279-6565
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PROSPECTUS
MOLSON COORS BEVERAGE COMPANY
Class B Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities
Depositary Shares
Warrants
Purchase Contracts
Units
We may offer and sell the securities described in this prospectus from time to
time in one or more offerings. The specific terms of the securities, including
their offering prices, will be contained in one or more supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest. The securities may be sold to or through one or
more underwriters, dealers or agents, or directly to investors, on a
continuous or delayed basis. See "Plan of Distribution."
The Class B Common Stock of Molson Coors Beverage Company is listed on the New
York Stock Exchange (the "NYSE") under the symbol "TAP." On February 16, 2024,
the last reported sales price of Molson Coors Beverage Company's Class B
Common Stock on the NYSE was $62.15 per share.
Investing in our securities involves risks. See "Risk Factors" on page
3
of this prospectus, and any applicable prospectus supplement, and in the
documents that are incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is February 20, 2024.
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ABOUT THIS PROSPECTUS 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 2
RISK FACTORS 3
OUR COMPANY 4
USE OF PROCEEDS 5
DESCRIPTION OF CAPITAL STOCK 6
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES 12
DESCRIPTION OF DEPOSITARY SHARES 13
DESCRIPTION OF WARRANTS 16
DESCRIPTION OF PURCHASE CONTRACTS 17
DESCRIPTION OF UNITS 18
PLAN OF DISTRIBUTION 19
LEGAL MATTERS 21
EXPERTS 21
WHERE YOU CAN FIND MORE INFORMATION 21
INFORMATION INCORPORATED BY REFERENCE 21
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), that we filed with
the Securities and Exchange Commission ("SEC") using the "shelf" registration
process as a "well-known seasoned issuer" as defined in Rule 405 under the
Securities Act. Under this shelf registration process, we may offer and sell
any combination of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer. Each time we offer the securities described in this
prospectus, we will provide you with a prospectus supplement that will
describe the specific amounts, prices and terms of the securities being
offered. The prospectus supplement may also add, update or change information
contained in this prospectus. This prospectus does not contain all the
information provided in the registration statement filed with the SEC. You
should carefully read both this prospectus and any prospectus supplement
together with the additional information described below under "Where You Can
Find More Information" and "Information Incorporated By Reference" before you
make an investment decision.
We have not authorized anyone to provide any information other than that
contained or incorporated by reference in this prospectus or in any prospectus
supplement or free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give
you.
Any statement made in this prospectus or in a document incorporated or deemed
to be incorporated by reference in this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in a prospectus supplement or in any other subsequently
filed document that is also incorporated or deemed to be incorporated by
reference in this prospectus modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. See "Information
Incorporated By Reference."
This prospectus and any accompanying prospectus supplements may include
trademarks, service marks and trade names owned by us or other companies. All
trademarks, service marks and trade names included in this prospectus or any
accompanying prospectus supplement are the property of their respective owners.
Unless the context otherwise indicates, references in this prospectus to "we,"
"us," "our," "MCBC," the "Company" and "Molson Coors" are to Molson Coors
Beverage Company and its subsidiaries. The term "you" refers to a prospective
investor.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus, any prospectus supplement and the
documents incorporated herein by reference include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Statements that refer to projections of our future financial performance, our
anticipated growth and trends in our businesses, and other characterizations
of future events or circumstances are forward-looking statements, and include,
but are not limited to, statements under "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the reports that we have
filed with the SEC and incorporated by reference herein, with respect to
expectations of cost inflation, limited consumer disposable income, consumer
preferences, overall volume and market share trends, pricing trends, industry
forces, cost reduction strategies, shipment levels and profitability, the
sufficiency of capital resources, anticipated results, expectations for
funding future capital expenditures and operations, effective tax rate, debt
service capabilities, timing and amounts of debt and leverage levels,
Preserving the Planet and related environmental initiatives and expectations
regarding future dividends and share repurchases. In addition, statements that
we make in this this prospectus, any prospectus supplement and the documents
incorporated herein by reference that are not statements of historical fact
may also be forward-looking statements. Words such as "expects," "intend,"
"goals," "plans," "believes," "continues," "may," "anticipate," "seek,"
"estimate," "outlook," "trends," "future benefits," "potential," "projects,"
"strategies," and variations of such words and similar expressions are
intended to identify forward-looking statements.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to be materially different from those indicated (both
favorably and unfavorably). These risks and uncertainties include, but are not
limited to those described in "Risk Factors" in the documents incorporated
herein by reference in this prospectus, in any prospectus supplement, found
elsewhere throughout this prospectus, any prospectus supplement and the
documents incorporated herein and therein by reference, and those described
from time to time in our future reports filed with the SEC. Caution should be
taken not to place undue reliance on any such forward-looking statements.
Forward-looking statements speak only as of the date when made and we
undertake no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by
applicable law.
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RISK FACTORS
An investment in our securities involves risks. You should carefully consider
the risks described in the sections entitled "Risk Factors" in any prospectus
supplement and those set forth in documents incorporated by reference in this
prospectus and any applicable prospectus supplement, as well as other
information in this prospectus and any applicable prospectus supplement,
before purchasing any of our securities. Each of the risks described in these
sections and documents could materially and adversely affect our business,
financial condition, results of operations and prospects, and could result in
a loss of your investment. Additional risks and uncertainties not known to us
or that we deem immaterial may also impair our business, financial condition,
results of operations and prospects.
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OUR COMPANY
For over two centuries, we have been brewing beverages that unite people to
celebrate all life's moments. From our core power brands
Coors Light
,
Miller Lite, Coors Banquet, Molson Canadian, Carling
and
O~ujsko
to our above premium brands including
Madri, Staropramen, Blue Moon Belgian White
and
Leinenkugel's Summer Shandy,
to our economy and value brands like
Miller High Life
and
Keystone
, we produce many beloved and iconic beer brands. While our Company's history
is rooted in beer, we offer a modern portfolio that expands beyond the beer
aisle as well, including flavored beverages like
Vizzy Hard Seltzer
, spirits like
Five Trail
whiskey as well as non-alcoholic beverages. As a business, our ambition is to
be the first choice for our people, our consumers and our customers, and our
success depends on our ability to make our products available to meet a wide
range of consumer segments and occasions.
Our primary founders, the Molson, Coors and Miller families date back to over
two centuries ago. Our commitment to producing the highest quality beers is a
key part of our heritage and remains so to this day. Our brands are designed
to appeal to a wide range of consumer tastes, styles and price preferences.
Coors Brewing Company was incorporated in June 1913 under the laws of the
state of Colorado. In October 2003, Coors Brewing Company merged with and into
Adolph Coors Company, a Delaware corporation. In February 2005, Adolph Coors
Company merged with Molson Inc. ("the Merger"). Upon completion of the Merger,
Adolph Coors Company changed its name to Molson Coors Brewing Company. In
2008, Molson Coors Brewing Company and the former SABMiller plc formed the
MillerCoors joint venture that combined their respective operations in the
U.S. and Puerto Rico. In 2016, we acquired 100% of the outstanding equity and
voting interests of MillerCoors, from SABMiller plc. In January 2020, we
changed our name from Molson Coors Brewing Company to Molson Coors Beverage
Company in connection with our expansion beyond the beer aisle.
In October 2023, we announced our Acceleration Plan, building off the
successes achieved under the Revitalization Plan. The Acceleration Plan
focuses on the execution of the following principal strategies: consistently
grow our core power brand net sales, aggressively premiumize our portfolio,
scale and expand in beyond beer, invest in our capabilities and support our
people, communities and planet.
The addresses and telephone numbers of our dual principal executive offices
are: P.O. Box 4030, BC555, Golden, Colorado 80401, (303) 279-6565 and 111
Boulevard Robert-Bourassa, 9th Floor, Montreal, Quebec, Canada H3C 2M1, (514)
521-1786. Our website address is www.molsoncoors.com. Information contained on
our website is not incorporated by reference in this prospectus and you should
not consider information contained on our website as part of this prospectus
or any applicable prospectus supplement.
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USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we intend
to use the net proceeds from the sale of any securities offered by us under
this prospectus for general corporate purposes, which may include, among
others, repayment or refinancing of debt, acquisitions, working capital,
capital expenditures, and repurchases or redemptions of securities. We will
retain broad discretion over the allocation of net proceeds from the sale of
any securities offered by us.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is intended as a summary only.
This description is based upon, and is qualified by reference to, our Restated
Certificate of Incorporation, as amended, which we refer to as our certificate
of incorporation, our Fifth Amended and Restated Bylaws, which we refer to as
our bylaws and applicable provisions of Delaware corporate law. This summary
is not complete. You should read our
certificate of incorporation
and
bylaws,
each of which is filed as an exhibit to the registration statement of which
this prospectus forms a part, for the provisions that are important to you.
Authorized and Outstanding Capital Stock
Our authorized capital stock consists of 1,025,000,002 shares, comprising five
classes: (i) 500,000,000 shares of Class A Common Stock; (ii) 500,000,000
shares of Class B Common Stock; (iii) one share of Special Class A Voting
Stock, par value $0.01 per share (the "Special Class A Voting Stock"); (iv)
one share of Special Class B Voting Stock, par value $0.01 per share (the
"Special Class B Voting Stock"), and (v) 25,000,000 shares of Preferred Stock,
par value $0.01 per share (the "Preferred Stock").
As of February 13, 2024, the following number of shares of our capital stock
were outstanding: 2,563,034 shares of Class A Common Stock, 198,001,985 shares
of Class B Common Stock, one share of Special Class A Voting Stock, one share
of Special Class B Voting Stock, and no shares of Preferred Stock.
Class A Common Stock and Class B Common Stock
Dividends.
Subject to the rights of the holders of any series of Preferred Stock, the
holders of Class A Common Stock and the holders of Class B Common Stock are
entitled to receive, from legally available funds, dividends when and as
declared by our Board of Directors, except that so long as any shares of Class
B Common Stock are outstanding, no dividend will be declared or paid on the
Class A Common Stock or Class B Common Stock unless at the same time a
dividend is declared or paid, on the Class B Common Stock or Class A Common
Stock, as applicable, in an amount per share (or number per share, in the case
of a dividend paid in the form of shares) equal to the amount per share (or
number per share, in the case of a dividend paid in the form of shares) of the
dividend declared or paid on the Class A Common Stock or Class B Common Stock,
as applicable.
Voting Rights
Class A Holders.
Except in limited circumstances, so long as any shares of Class A Common Stock
or Special Class A Voting Stock are outstanding, the right to vote for all
purposes is vested exclusively in the holders of Class A Common Stock and
Special Class A Voting Stock (as instructed by the holders of the Class A
Exchangeable Shares) (collectively, the "Class A Holders") (see "-
Exchangeable Shares" and "- Special Voting Stock" below), voting together as a
single class. The holders of Class A Common Stock are entitled to one vote for
each share of Class A Common Stock held, without the right to cumulate votes
for the election of directors.
An affirmative vote is required of a majority of the votes entitled to be cast
by the holders of the Class A Common Stock and Special Class A Voting Stock,
voting together as a single class, prior to the taking of certain actions,
including:
.
the issuance of (i) any shares of Class A Common Stock (other than upon the
conversion of Class B Common Stock under circumstances provided in our
certificate of incorporation or the exchange or redemption of Class A
Exchangeable Shares in accordance with the terms of those Class A Exchangeable
Shares), or (ii) securities (other than Class B Common Stock) convertible into
or exercisable for Class A Common Stock;
.
the issuance of (i) shares of Class B Common Stock (other than upon the
conversion of Class A Common Stock under circumstances provided in our
certificate of incorporation or the exchange or redemption of our Class B
Exchangeable Shares in accordance with the terms of those Class B Exchangeable
Shares), or (ii) securities convertible into or exercisable for Class B Common
Stock (other than Class A Common Stock) whether in a single transaction or in
a series of related transactions, if the number of shares to be issued
(including upon conversion or exchange) is, or will be upon issuance, equal to
or greater than 20% of the number of shares of Class B Common Stock
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outstanding before the issuance of such Class B Common Stock (or securities
convertible into or exercisable for shares of Class B Common Stock);
.
the issuance of any shares of Preferred Stock having voting rights other than
those expressly required by the Delaware General Corporation Law ("DGCL");
.
the sale, transfer or other disposition of any capital stock (or securities
convertible into or exchangeable for capital stock) of our subsidiaries;
.
the sale, transfer or other disposition of all or substantially all of the
assets of our subsidiaries; and
.
any decrease in the number of members of our Board of Directors to a number
below 15.
Pentland Securities (1981) Inc. and the Adolph Coors, Jr. Trust, which
together control more than 90% of the Class A Common Stock and Class A
Exchangeable Shares, have voting trust agreements through which they have
combined their voting power over the shares of Class A Common Stock and the
Class A Exchangeable Shares that they own. However, in the event that these
two stockholders do not agree to vote in favor of a matter submitted to a
stockholder vote (other than the election of directors), the voting trustees
will be required to vote all of the Class A Common Stock and Class A
Exchangeable Shares deposited in the voting trusts against the matter. There
is no other mechanism in the voting trust agreements to resolve a potential
deadlock between these stockholders.
Class B Holders.
The holders of the Class B Common Stock and the Special Class B Voting Stock
(as instructed by the holders of the Class B Exchangeable Shares)
(collectively, the "Class B Holders") may vote with respect to the following:
(i) any matter required by the DGCL, (ii) the election of up to three
directors, and (iii) as provided in our certificate of incorporation,
including on a non-binding advisory basis, together with the Class A Holdings,
on the compensation of our named executive officers and as otherwise set forth
below under "Class A Holders and Class B Holders." In all other cases, the
right to vote is vested exclusively with the Class A Holders. The holders of
Class B Common Stock are entitled to one vote for each share of Class B Common
Stock held with respect to each matter on which holders of the Class B Common
Stock are entitled to vote, without the right to cumulate votes for the
election of directors.
Class A Holders and Class B Holders
. Under our certificate of incorporation, the Class A Holders and the Class
B Holders have the right to vote, as separate classes and not jointly, on:
.
any merger that requires stockholder approval under the DGCL;
.
any sale of all or substantially all of our assets, other than to a related
party;
.
any proposal to dissolve our company or any proposal to revoke the dissolution
of our company; or
.
any amendment to the certificate of incorporation that requires stockholder
approval under the certificate of incorporation or the DGCL and that would:
.
increase or decrease the aggregate number of the authorized shares of Class B
Common Stock;
.
change the rights of any shares of Class B Common Stock;
.
change the shares of all or part of Class B Common Stock into a different
number of shares of the same class;
.
increase the rights of any other class that is equal or superior to Class B
Common Stock with respect to distribution or dissolution rights (a "co-equal
class");
.
create any new co-equal class;
.
other than pursuant to the certificate of incorporation, exchange or
reclassify any shares of Class B Common Stock into shares of another class, or
exchange, reclassify or create the right of exchange of any shares of another
class into shares of Class B Common Stock; or
.
limit or deny existing preemptive rights of, or cancel or otherwise affect
rights to distributions or dividends that have accumulated but have not yet
been declared on, any shares of Class B Common Stock.
Liquidation Rights.
If we liquidate, dissolve or wind up our affairs, the holders of Class A
Common Stock, together with the holders of the Class B Common Stock
(collectively, with the Class A Common
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Stock, the "Company Common Stock"), will be entitled to receive, after our
creditors have been paid and the holders of any then outstanding series of
preferred stock have received their liquidation preferences, all of our
remaining assets in proportion to their shareholdings.
Conversion Rights
Conversion from Class A Common Stock to Class B Common Stock.
Our certificate of incorporation provides for the right of holders of Class A
Common Stock to convert their stock into Class B Common Stock on a one-for-one
basis at any time.
"Coattail" Conversion Rights.
Our certificate of incorporation also includes a "coattail" provision to
provide protection to holders of our Class B Common Stock and the Class B
Exchangeable Shares in the case of a proposed tender offer or takeover bid for
our Class A Common Stock. A holder of our Class B Common Stock is entitled to
receive a notice from us that the conversion right of holders of shares of our
Class B Common Stock has come into effect. This notice must include a
description of the conversion procedures including the election procedures
described below, a copy of the exclusionary offer and any other materials
received by us in respect of the offer.
Subject to conditions described below, if an "exclusionary offer" is made for
shares of our Class A Common Stock, each outstanding share of our Class B
Common Stock will be convertible into one share of our Class A Common Stock at
the option of the holder during the period of time commencing on the eighth
day after the date on which an exclusionary offer is made and ending on the
last date upon which holders of shares of our Class A Common Stock may accept
the exclusionary offer.
An "exclusionary offer" is an offer to purchase shares of our Class A Common
Stock that both: (A) either (1) must, by reason of applicable securities laws
or the requirements of a stock exchange on which shares of our Class A Common
Stock are listed, be open to all or substantially all holders of our Class A
Common Stock, or (2) would, if the offer were made in Canada or a province of
Canada, be required to be made to all or substantially all holders of shares
of our Class A Common Stock resident in Canada or a province of Canada by
reason of applicable securities laws of Canada or a province of Canada, the
requirements of a stock exchange on which shares of our Class A Common Stock
are listed, or the requirements of the Canada Business Corporations Act; and
(B) is not made concurrently with an offer to purchase shares of our Class B
Common Stock that is identical to the offer to purchase shares of our Class A
Common Stock in terms of price per share and percentage of outstanding shares
to be purchased (exclusive of shares owned immediately prior to the offer by
the offeror) and in all other respects (except with respect to the conditions
that may be attached to the offer to purchase shares of our Class A Common
Stock), and having no conditions other than the right not to purchase and pay
for shares of our Class B Common Stock tendered if no shares of our Class A
Common Stock are purchased in the offer for shares of our Class A Common Stock.
The Class B conversion right will not come into effect if one or more holders
owning, in the aggregate, as of the offer date, over 50% of the outstanding
shares of our Class A Common Stock and Class A Exchangeable Shares, in each
case excluding shares owned by the offeror, provide us with adequate
assurances that they are not making or acting with another to make the
exclusionary offer and will not participate in the exclusionary offer.
Any of the holders of our Class B Common Stock can exercise this right by
providing a signed written notice to the transfer agent and complying with
certain other specified conditions. The holders of our Class B Common Stock
must pay any governmental or other tax imposed on or in respect of the
conversion into shares of our Class A Common Stock.
Other.
Holders of Company Common Stock do not have pre-emptive rights to acquire any
of our securities. The outstanding shares of Company Common Stock are fully
paid and non-assessable. There are no redemption or sinking fund provisions
applicable to the Company Common Stock.
Exchangeable Shares
The Class A Exchangeable Shares and Class B Exchangeable Shares (collectively,
"Exchangeable Shares") were issued by Molson Coors Canada Inc. ("MCCI"), a
majority-owned, indirect subsidiary of Molson Coors. The Exchangeable Shares
are substantially the economic equivalent of the corresponding
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shares of Company Common Stock in which they may be exchanged. As of February
13, 2024, there were outstanding 2,678,963 Class A Exchangeable Shares and
9,362,866 Class B Exchangeable Shares.
Dividends.
Holders of Exchangeable Shares are entitled to receive, subject to applicable
law, dividends as follows:
.
in the case of a cash dividend declared on a corresponding share of Company
Common Stock, an amount in cash for each Exchangeable Share corresponding to
the cash dividend declared on each corresponding share of Company Common Stock
in U.S. dollars or in an equivalent amount in Canadian dollars;
.
in the case of a stock dividend declared on a corresponding share of Company
Common Stock to be paid in shares of Company Common Stock, a number of
Exchangeable Shares of the relevant class for each Exchangeable Share that is
equal to the number of shares of corresponding Company Common Stock to be paid
on each corresponding share of Company Common Stock; or
.
in the case of a dividend declared on a corresponding share of Company Common
Stock in any other type of property, in the type and amount of property as is
economically equivalent as determined by MCCI's board of directors to the type
and amount of property to be paid on each corresponding share of Company
Common Stock.
The declaration dates, record dates and payment dates for dividends on the
Exchangeable Shares are the same as the relevant dates for the dividends on
the shares of corresponding Company Common Stock.
Voting Rights.
Holders of Exchangeable Shares receive, through a voting trust, the benefit of
voting rights, entitling the holder to one vote on the same basis and in the
same circumstances as one corresponding share of Company Common Stock. See "-
Special Voting Stock - Voting Rights" below.
Other.
The Exchangeable Shares are exchangeable at any time, at the option of the
holder on a one-for-one basis for corresponding shares of Company Common
Stock. Holders of Class A Exchangeable Shares are entitled to convert their
Class A Exchangeable Shares into Class B Exchangeable Shares on a one-for-one
basis at any time.
Special Voting Stock
We have outstanding one share of Special Class A Voting Stock and one share of
Special Class B Voting Stock, through which the holders of Class A
Exchangeable Shares and Class B Exchangeable Shares, respectively, may
exercise their voting rights with respect to our Company Common Stock in which
the corresponding Exchangeable Shares may be exchanged.
Dividends and Liquidation Rights.
The trustee who holds the Special Class A Voting Stock and the trustee who
holds the Special Class B Voting Stock are not entitled to receive any
dividends or other distributions or to receive or participate in any
distribution of assets upon our voluntary or involuntary liquidation,
dissolution or winding up.
Voting Rights.
The Special Class A Voting Stock and the Special Class B Voting Stock provide
the mechanism for holders of the corresponding Exchangeable Shares to provide
instructions to vote with the holders of our corresponding Company Common
Stock. The Special Class A Voting Stock and Special Class B Voting Stock are
subject to voting trust arrangements. The trustee who holds the Special Class
A Voting Stock and the trustee who holds the Special Class B Voting Stock are
each entitled to one vote for each corresponding outstanding Exchangeable
Share, excluding shares held by Molson Coors or its subsidiaries, and
generally vote together with the corresponding Company Common Stock on all
matters on which the holders of the corresponding Company Common Stock are
entitled to vote.
The trustee who holds the Special Class A Voting Stock and the trustee which
holds the Special Class B Voting Stock are required to cast a number of votes
equal to the number of then-outstanding corresponding Exchangeable Shares, but
will only cast a number of votes equal to the number of corresponding
Exchangeable Shares as to which it has received voting instructions from the
owners of record of those Exchangeable Shares, other than Molson Coors or its
subsidiaries, on the record date of the action, and will cast the votes in
accordance with such instructions so received.
Other.
The trustee who holds the Special Class A Voting Stock and the trustee who
holds the Special Class B Voting Stock do not have pre-emptive rights to
acquire any of our securities. The outstanding shares of Special Class A
Voting Stock and Special Class B Voting Stock are fully paid and non-assessable.
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Preferred Stock
Our certificate of incorporation authorizes our Board of Directors to issue up
to 25,000,000 shares of Preferred Stock from time to time in one or more
series, generally without any vote or action by the holders of our Company
Common Stock, except that the issuance of any shares of Preferred Stock having
any voting rights other than those expressly required by the DGCL will be
subject to approval by a majority of the voting power of the holders of our
Class A Common Stock and Special Class A Voting Stock, voting together as a
single class. Subject to this right, our Board of Directors will be authorized
to determine the number of shares and designation of any series of Preferred
Stock and the dividend rate, dividend rights, liquidation preferences,
conversion rights and terms, voting rights, redemption rights and terms and
sinking fund terms of any series of Preferred Stock. Depending on the terms of
any issued Preferred Stock, any or all series of issued Preferred Stock could
have a preference over our Company Common Stock with respect to dividends and
other distributions and upon liquidation or dissolution of Molson Coors.
Subject to certain conditions as specified in our certificate of incorporation,
our Board of Directors, without stockholder approval, can issue Preferred
Stock with voting, conversion or other rights that could adversely affect the
voting power and other rights of the holders of Company Common Stock. The
issuance of Preferred Stock may decrease the market price of our Company
Common Stock.
Anti-Takeover Effects of Certain Provisions of Our Certificate of
Incorporation, Bylaws and Delaware Law
Provisions of our certificate of incorporation, our bylaws and Delaware law
could have the effect of delaying or preventing a third party from acquiring
us, even if the acquisition would benefit our stockholders. These provisions
may delay, defer or prevent a tender offer or takeover attempt of our company
that a stockholder might consider in the stockholder's best interest,
including those attempts that might result in a premium over the market price
for the shares held by our stockholders. These provisions are intended to
enhance the likelihood of continuity and stability in the composition of our
Board of Directors and in the policies formulated by our Board of Directors
and to reduce our vulnerability to an unsolicited proposal for a takeover that
does not contemplate the acquisition of all of our outstanding shares, or an
unsolicited proposal for our restructuring or sale of all or part of our
business.
Authorized but Unissued Shares of Common Stock and Preferred Stock
Subject to certain conditions, our authorized but unissued shares of Company
Common Stock and Preferred Stock are available for our Board of Directors to
issue without stockholder approval. As noted above, our Board of Directors,
without stockholder approval, has the authority under our certificate of
incorporation to issue preferred stock with rights superior to the rights of
the holders of Company Common Stock, subject to certain conditions. As a
result, preferred stock could be issued quickly, could adversely affect the
rights of holders of Company Common Stock and could be issued with terms
calculated to delay or prevent a change of control or make removal of
management more difficult. We may use the additional authorized shares of
Company Common Stock or Preferred Stock for a variety of corporate purposes,
including future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of our authorized but
unissued shares of Company Common Stock and Preferred Stock could render more
difficult or discourage an attempt to obtain control of our company by means
of a proxy contest, tender offer, merger or other transaction.
Election, Nomination and Removal of Directors
Our Board of Directors has currently set the size of the board at 15 members.
Twelve of the 15 directors may be elected by the Class A Holders, and three of
the 15 directors may be elected by the Class B Holders. The Class A-C
Nominating Subcommittee (consisting of two Coors family directors) may
nominate five persons to stand for election to our Board of Directors by the
Class A Holders, and the Class A-M Nominating Subcommittee (consisting of two
Molson family directors) similarly may nominate five nominees to stand for
election to our Board of Directors by the Class A Holders. The Nominating
Committee (comprised of an independent director, the members of the Class A-C
Nominating Subcommittee and the members of the Class A-M Nominating
Subcommittee) may nominate two additional directors to stand for election to
our Board of Directors by the Class A Holders, one of which is the Company's
Chief Executive Officer and the second, if nominated by the Committee, another
member of management of the Company. The full Board of Directors may nominate
three directors to stand for election to our Board of Directors by the
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Class B Holders. Any director may be removed, with cause, by a majority vote
of the Class A Holders and the Class B Holders, voting together as a single
class. Any director may be removed, without cause, by a vote of the holders of
a majority of the voting power of the class or classes that elected the
director. Further, only our Board of Directors may change the size of our
board, subject to certain conditions. Because this system of electing,
appointing and removing directors generally makes it more difficult for
stockholders to replace a majority of our Board of Directors, it may
discourage a third party from initiating a tender offer or otherwise
attempting to gain control of our company, and may maintain the incumbency of
our Board of Directors.
Stockholder Advance Notice Procedure
Our bylaws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before an annual meeting of the stockholders. Only persons who are nominated
by our Board of Directors, or a duly authorized board committee, or by a
stockholder who has given timely written notice in proper form to the
secretary of our company before the meeting at which directors are to be
elected, will be eligible for election as directors. This notice is required
to include specified information about the stockholder and each proposed
director nominee and information regarding each proposed nominee that would be
required to be included in a proxy statement filed under the Rules and
Regulations of the SEC. The stockholder notice procedure provides that the
only business that may be conducted at an annual meeting is business that has
been brought before the meeting by, or at the direction of, our Board of
Directors or by a stockholder who has given timely written notice in proper
form to our secretary. This notice is required to include, among other things,
a brief description of the business desired to be brought before the meeting,
the text of any proposal or business and specified information about the
stockholder and the stockholder's ownership of our capital stock. These
provisions may preclude stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at an annual
meeting of stockholders.
Amendment to our Certificate of Incorporation and Bylaws
Our certificate of incorporation may generally be amended by a majority of our
Class A Holders and Class B Holders, voting as a single class, subject to
certain exceptions as set forth in our certificate of incorporation which
require the vote of a majority of our Class A Holders and Class B Holders,
each voting as a separate class and not jointly. Our bylaws may generally be
amended by our Board of Directors, subject to certain exceptions, or by a
majority of our Class A Holders.
Delaware Anti-Takeover Statute
Our certificate of incorporation expressly provides that we will not be
governed by Section 203 of the DGCL. Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. Subject to specified
exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years did own, 15% or more of
the corporation's voting stock.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A Common Stock and Class B
Common Stock is Computershare Trust Company, N.A. The transfer agent and
registrar for our Class A Exchangeable Shares and Class B Exchangeable Shares
is TSX Trust Company.
Listing
Our Class A Common Stock and Class B Common Stock are listed on the NYSE under
the symbols "TAP A" and "TAP," respectively. Our Class A Exchangeable Shares
and Class B Exchangeable Shares are listed on the Toronto Stock Exchange under
the symbols "TPX.A" and "TPX.B," respectively.
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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
We may, from time to time, issue debt securities and guarantees of debt
securities under this prospectus. We will set forth in an accompanying
prospectus supplement a description of the debt securities and guarantees of
debt securities that may be offered under this prospectus. The debt securities
will be our direct secured or unsecured general obligations. The debt
securities will be either senior debt securities or subordinated debt
securities. The debt securities may be guaranteed by certain of our
subsidiaries. The debt securities will be issued under one or more indentures.
Senior debt securities will be issued under a senior indenture. Subordinated
debt securities will be issued under a subordinated indenture. Each of the
senior indenture and the subordinated indenture is referred to as an
indenture. The material terms of any indenture will be set forth in the
applicable prospectus supplement.
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DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our option, elect to offer fractional shares of preferred stock,
which we call depositary shares, rather than full shares of preferred stock.
If we do, we will issue to the public receipts, called depositary receipts,
for depositary shares, each of which will represent a fraction, to be
described in the applicable prospectus supplement, of a share of a particular
series of preferred stock. Unless otherwise provided in the prospectus
supplement, each owner of a depositary share will be entitled, in proportion
to the applicable fractional interest in a share of preferred stock
represented by the depositary share, to all the rights and preferences of the
preferred stock represented by the depositary share. Those rights include
dividend, voting, redemption, conversion and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.
The depositary shares will be evidenced by depositary receipts issued pursuant
to the deposit agreement. Holders of depositary receipts agree to be bound by
the deposit agreement, which requires holders to take certain actions such as
filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus is
not complete and is subject to, and is qualified in its entirety by, all
provisions of the applicable deposit agreement, our certificate of
incorporation and the certificate of designation for the applicable series of
preferred stock that are, or will be, filed with the SEC.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions,
if any, received in respect of the preferred stock underlying the depositary
shares to the record holders of depositary shares in proportion to the numbers
of depositary shares owned by those holders on the relevant record date. The
relevant record date for depositary shares will be the same date as the record
date for the underlying preferred stock.
If there is a distribution other than in cash, the depositary will distribute
property (including securities) received by it to the record holders of
depositary shares, unless the depositary determines that it is not feasible to
make the distribution. If this occurs, the depositary may, with our approval,
adopt another method for the distribution, including selling the property and
distributing the net proceeds from the sale to the holders.
Liquidation Preference
If a series of preferred stock underlying the depositary shares has a
liquidation preference, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of us, holders of depositary shares
will be entitled to receive the fraction of the liquidation preference
accorded each share of the applicable series of preferred stock, as set forth
in the applicable prospectus supplement.
Withdrawal of Stock
Unless the related depositary shares have been previously called for
redemption, upon surrender of the depositary receipts at the office of the
depositary, the holder of the depositary shares will be entitled to delivery,
at the office of the depositary or upon his or her order, of the number of
whole shares of the preferred stock and any money or other property
represented by the depositary shares. If the depositary receipts delivered by
the holder evidence a number of depositary shares in excess of the number of
depositary shares representing the number of whole shares of preferred stock
to be withdrawn, the depositary will deliver to the holder at the same time a
new depositary receipt evidencing the excess number of depositary shares. In
no event will the depositary deliver fractional shares of preferred stock upon
surrender of depositary receipts. Holders of preferred stock thus withdrawn
may not thereafter deposit those shares under the deposit agreement or receive
depositary receipts evidencing depositary shares therefor.
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Redemption of Depositary Shares
Whenever we redeem shares of preferred stock held by the depositary, the
depositary will redeem as of the same redemption date the number of depositary
shares representing shares of the preferred stock so redeemed, so long as we
have paid in full to the depositary the redemption price of the preferred
stock to be redeemed plus an amount equal to any accumulated and unpaid
dividends on the preferred stock to the date fixed for redemption. The
redemption price per depositary share will be equal to the redemption price
and any other amounts per share payable on the preferred stock multiplied by
the fraction of a share of preferred stock represented by one depositary
share. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata or by any
other equitable method as may be determined by the depositary.
After the date fixed for redemption, depositary shares called for redemption
will no longer be deemed to be outstanding and all rights of the holders of
depositary shares will cease, except the right to receive the monies payable
upon redemption and any money or other property to which the holders of the
depositary shares were entitled upon redemption upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
relating to that preferred stock. The record date for the depositary receipts
relating to the preferred stock will be the same date as the record date for
the preferred stock. Each record holder of the depositary shares on the record
date will be entitled to instruct the depositary as to the exercise of the
voting rights pertaining to the number of shares of preferred stock
represented by that holder's depositary shares. The depositary will endeavor,
insofar as practicable, to vote the number of shares of preferred stock
represented by the depositary shares in accordance with those instructions,
and we will agree to take all action that may be deemed necessary by the
depositary in order to enable the depositary to do so. The depositary will not
vote any shares of preferred stock except to the extent it receives specific
instructions from the holders of depositary shares representing that number of
shares of preferred stock.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges
of the depositary in connection with the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary
receipts will pay transfer, income and other taxes and governmental charges
and such other charges (including those in connection with the receipt and
distribution of dividends, the sale or exercise of rights, the withdrawal of
the preferred stock and the transferring, splitting or grouping of depositary
receipts) as are expressly provided in the deposit agreement to be for their
accounts. If these charges have not been paid by the holders of depositary
receipts, the depositary may refuse to transfer depositary shares, withhold
dividends and distributions and sell the depositary shares evidenced by the
depositary receipt.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary. However, any amendment that materially and adversely alters
the rights of the holders of depositary shares, other than fee changes, will
not be effective unless the amendment has been approved by the holders of a
majority of the outstanding depositary shares. The deposit agreement may be
terminated by the depositary or us only if:
.
all outstanding depositary shares have been redeemed; or
.
there has been a final distribution of the preferred stock in connection with
our dissolution and such distribution has been made to all the holders of
depositary shares.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its
election to do so, and we may remove the depositary at any time. Any
resignation or removal of the depositary will take effect upon our
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appointment of a successor depositary and its acceptance of such appointment.
The successor depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company
having its principal office in the United States and having the requisite
combined capital and surplus as set forth in the applicable agreement.
Notices
The depositary will forward to holders of depositary receipts all notices,
reports and other communications, including proxy solicitation materials
received from us, that are delivered to the depositary and that we are
required to furnish to the holders of the preferred stock. In addition, the
depositary will make available for inspection by holders of depositary
receipts at the principal office of the depositary, and at such other places
as it may from time to time deem advisable, any reports and communications we
deliver to the depositary as the holder of preferred stock.
Limitation of Liability
Neither we nor the depositary will be liable if either we or it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations. Our obligations and those of the depositary will be limited to
performance in good faith of our and their duties thereunder. We and the
depositary will not be obligated to prosecute or defend any legal proceeding
in respect of any depositary shares or preferred stock unless satisfactory
indemnity is furnished. We and the depositary may rely upon written advice of
counsel or accountants, on information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or other persons
believed to be competent to give such information and on documents believed to
be genuine and to have been signed or presented by the proper party or parties.
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DESCRIPTION OF WARRANTS
We may, from time to time, issue warrants for the purchase of debt securities,
Class B Common Stock, preferred stock or other securities. Warrants may be
issued independently or together with debt securities, Class B Common Stock,
preferred stock or other securities offered by any prospectus supplement and
may be attached to or separate from any such offered securities. Each series
of warrants will be issued under a separate warrant agreement to be entered
into between us and a bank or trust company, as warrant agent, all as will be
set forth in the prospectus supplement relating to the particular issue of
warrants. The warrant agent will act solely as our agent in connection with
the warrants and will not assume any obligation or relationship of agency or
trust for or with any holders of warrants or beneficial owners of warrants.
The summary of the terms of the warrants contained in this prospectus is not
complete and is subject to, and is qualified in its entirety to, all
provisions of the applicable warrant agreement.
Reference is made to the prospectus supplement relating to the particular
issue of warrants offered pursuant to such prospectus supplement for the terms
of and information relating to such warrants, including, where applicable:
.
the specific designation and aggregate number of, and the offering price at
which we will issue, the warrants;
.
the currency or currency units in which the offering price, if any, and the
exercise price are payable;
.
the date on which the right to exercise the warrants will begin and the date
on which that right will expire or, if you may not continuously exercise the
warrants throughout that period, the specific date or dates on which you may
exercise the warrants;
.
whether the warrants are to be sold separately or with other securities as
parts of units;
.
whether the warrants will be issued in definitive or global form or in any
combination of these forms, although, in any case, the form of a warrant
included in a unit will correspond to the form of the unit and of any security
included in that unit;
.
any applicable material U.S. federal income tax consequences;
.
the identity of the warrant agent for the warrants and of any other
depositaries, execution or paying agents, transfer agents, registrars or other
agents;
.
the proposed listing, if any, of the warrants or any securities purchasable
upon exercise of the warrants on any securities exchange;
.
the designation and terms of any equity securities purchasable upon exercise
of the warrants;
.
the designation, aggregate principal amount, currency and terms of any debt
securities that may be purchased upon exercise of the warrants;
.
if applicable, the designation and terms of the debt securities, preferred
stock, depositary shares or Class B Common Stock with which the warrants are
issued and the number of warrants issued with each security;
.
if applicable, the date from and after which any warrants issued as part of a
unit and the related debt securities, preferred stock, depositary shares or
common stock will be separately transferable;
.
the number of shares of preferred stock, the number of depositary shares or
the number of shares of Class B Common Stock purchasable upon exercise of a
warrant and the price at which those shares may be purchased;
.
if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
.
information with respect to book-entry procedures, if any;
.
the antidilution provisions of, and other provisions for changes to or
adjustment in the exercise price of, the warrants, if any;
.
any redemption or call provisions; and
.
any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange or exercise of the warrants.
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DESCRIPTION OF PURCHASE CONTRACTS
We may, from time to time, issue, purchase contracts, including contracts
obligating holders to purchase from us and us to sell to the holders, a
specified principal amount of debt securities, shares of Class B Common Stock
or preferred stock, or any of the other securities that we may sell under this
prospectus at a future date or dates. The consideration payable upon
settlement of the purchase contracts may be fixed at the time the purchase
contracts are issued or may be determined by a specific reference to a formula
set forth in the purchase contracts. The purchase contracts may be issued
separately or as part of units consisting of a purchase contract and other
securities or obligations issued by us or third parties, including United
States treasury securities, securing the holders' obligations to purchase the
relevant securities under the purchase contracts. The purchase contracts may
require us to make periodic payments to the holders of the purchase contracts
or units or vice versa, and the payments may be unsecured or prefunded on some
basis. The purchase contracts may require holders to secure their obligations
under the purchase contracts. The summary of the terms of the purchase
contracts contained in this prospectus is not complete and is subject to, and
is qualified in its entirety by, all provisions of the applicable purchase
contracts.
The prospectus supplement related to any particular purchase contracts will
describe, among other things, the material terms of the purchase contracts and
of the securities being sold pursuant to such purchase contracts, a
discussion, if appropriate, of any special U.S. federal income tax
considerations applicable to the purchase contracts and any material
provisions governing the purchase contracts that differ from those described
above. The description in the prospectus supplement will not necessarily be
complete and will be qualified in its entirety by reference to the purchase
contracts, and, if applicable, collateral arrangements and depositary
arrangements, relating to the purchase contracts.
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DESCRIPTION OF UNITS
We may, from time to time, issue units comprised of one or more of the other
securities that may be offered under this prospectus, in any combination. Each
unit may also include debt obligations of third parties, such as U.S. Treasury
securities. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred separately at
any time, or at any time before a specified date or other specific
circumstances occur. The summary of the terms of the units contained in this
prospectus is not complete and is subject to, and is qualified in its entirety
by, all provisions of the applicable unit agreements.
Any prospectus supplement related to any particular units will describe, among
other things:
.
the material terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held or
transferred separately;
.
any material provisions relating to the issuance, payment, settlement,
transfer or exchange of the units or of the securities comprising the units;
.
if appropriate, any special U.S. federal income tax considerations applicable
to the units; and
.
any material provisions of the governing unit agreement that differ from those
described above.
The applicable provisions described in this section, as well as those
described under "Description of Capital Stock," "Description of Debt
Securities and Guarantees of Debt Securities," "Description of Depositary
Shares," "Description of Warrants" and "Description of Purchase Contracts,"
will apply to each unit and to each security included in each unit,
respectively.
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PLAN OF DISTRIBUTION
We may sell the securities being offered hereby:
.
directly to one or more purchasers;
.
through agents;
.
through dealers;
.
through underwriters;
.
through a combination of any of the above methods of sale; or
.
through any other methods described in a prospectus supplement.
We will identify the specific plan of distribution, including any direct
purchasers, agents, dealers, underwriters and, if applicable, their
compensation, the purchase price, the net proceeds to us, the public offering
price, and any discounts or concessions allowed or reallowed or paid to
dealers, in a prospectus supplement.
The distribution of securities may be effected, from time to time, in one or
more transactions, including block transactions, at-the-market offerings and
transactions on the NYSE or any other organized market where the securities
may be traded. The securities may be sold at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The
consideration may be cash or another form negotiated by the parties. Agents,
underwriters or broker-dealers may be paid compensation for offering and
selling the securities. That compensation may be in the form of discounts,
concessions or commissions to be received from us or from the purchasers of
the securities.
Offers to purchase the securities may be solicited directly by us or by agents
designated by us from time to time. We will, in the prospectus supplement
relating to an offering, name any agent that could be viewed as an underwriter
under the Securities Act and describe any commissions we must pay. Any such
agent will be acting on a best efforts basis for the period of its appointment
or, if indicated in the applicable prospectus supplement, on a firm commitment
basis.
If a dealer is utilized in the sale of the securities in respect of which this
prospectus is delivered, we will sell the securities to the dealer, as
principal. The dealer, which may be deemed to be an underwriter as that term
is defined in the Securities Act, may then resell the securities to the public
at varying prices to be determined by the dealer at the time of resale. Dealer
trading may take place in certain of the securities, including securities not
listed on any securities exchange.
If an underwriter or underwriters are utilized in the sale, we will execute an
underwriting agreement with the underwriters at the time of sale to them and
the names of the underwriters will be set forth in the applicable prospectus
supplement, which will be used by the underwriters to make resales of the
securities in respect of which this prospectus is delivered to the public. The
obligations of underwriters to purchase securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all of
the securities of a series if any are purchased.
We may directly solicit offers to purchase the securities and we may make
sales of securities directly to institutional investors or others. These
persons may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale of the securities. To the extent required, the
prospectus supplement will describe the terms of any such sales, including the
terms of any bidding or auction process, if used.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification against
certain civil liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments that they may be required to make in
respect thereof. Underwriters, dealers and agents may engage in transactions
with, or perform services for, us in the ordinary course of business.
Any person participating in the distribution of Class B Common Stock
registered under the registration statement that includes this prospectus will
be subject to applicable provisions of the Exchange Act and the
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applicable SEC rules and regulations, including, among others, Regulation M,
which may limit the timing of purchases and sales of our Class B Common Stock
by any such person. Furthermore, Regulation M may restrict the ability of any
person engaged in the distribution of our Class B Common Stock to engage in
market-making activities with respect to our Class B Common Stock. These
restrictions may affect the marketability of our Class B Common Stock and the
ability of any person or entity to engage in market-making activities with
respect to our Class B Common Stock.
In order to facilitate the offering of the securities, any underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the securities or any other securities the prices of which may be used to
determine payments on such securities. Specifically, any underwriters may
overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price
of the securities or of any such other securities, the underwriters may bid
for, and purchase, the securities or any such other securities in the open
market. Finally, in any offering of the securities through a syndicate of
underwriters, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or a dealer for distributing the securities in the
offering if the syndicate repurchases previously distributed securities in
transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market
price of the securities above independent market levels. Any such underwriters
are not required to engage in these activities and may end any of these
activities at any time.
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LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise, the validity
of the securities offered by this prospectus will be passed upon for us by
Perkins Coie LLP, Denver, Colorado.
EXPERTS
The consolidated financial statements and management's assessment of the
effectiveness of internal control over financial reporting (which is included
in Management's Report on Internal Control over Financial Reporting)
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2023, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing
and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available free of charge over
the Internet at the SEC's web site at www.sec.gov. Our filings with the SEC
are also available free of charge on our website at www.molsoncoors.com. The
information on our website is not incorporated by reference in this prospectus
or any prospectus supplement and you should not consider it a part of this
prospectus or any accompanying prospectus supplement.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and any accompanying prospectus
supplement, and later information filed with the SEC will automatically update
and supersede this information. We incorporate by reference the documents
listed below and all documents subsequently filed with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering under this prospectus and any prospectus
supplement (other than information deemed furnished and not filed in
accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):
.
our
Annual Report on Form 10-K for the year ended December 31, 2023
, filed with the SEC on February 20, 2024;
.
the description of our Class B Common Stock contained in the
Registration Statement on Form 8-A filed with the SEC on February 10, 1999,
including any amendments or reports filed for the purpose of updating such
description (including
Exhibit 4.18
to our Annual Report on Form 10-K for the year ended December 31, 2019, filed
with the SEC on February 12, 2020).
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning us at the following address:
Molson Coors Beverage Company
P.O. Box 4030, BC555
Golden, Colorado 80401
Attention: Investor Relations
MCBCInvestorRelations@molsoncoors.com
(303) 279-6565
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€800,000,000
Molson Coors Beverage Company
3.800% Senior Notes due 2032
Joint Book-Running Managers
Citigroup
BofA Securities
Goldman Sachs & Co. LLC
BMO Capital Markets
J.P. Morgan
RBC Capital Markets
Scotiabank
Senior Co-Managers
Capital One Securities
Mizuho
Siebert Williams Shank
UniCredit
US Bancorp
Co-Managers
ING
Lloyds Securities
Morgan Stanley
PNC Capital Markets LLC
May 22, 2024
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Exhibit 107
Calculation of Filing Fee Tables
424(b)(5)
(Form Type)
Molson Coors Beverage Company (Issuer)
Molson Coors International LP*
Molson Canada 2005*
Coors Brewing Company*
CBC Holdco LLC*
CBC Holdco 2 LLC*
Newco3, Inc.*
Molson Coors Holdco, Inc.*
CBC Holdco 3, Inc.*
Molson Coors USA LLC*
Molson Coors Beverage Company USA LLC*
Coors Distributing Company LLC*
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Security Fee Amount Proposed Maximum Fee Amount of
Type Class Calculation Registered(1) Maximum Aggregate Rate Registration
Title or Carry Offering Offering Fee
Forward Price Per Price(1)
Rule Unit
Newly Registered Securities
Fees to be Debt 3.800% Senior 457(r) $868,320,000 99.867% $867,165,135 0.00014760 $127,994
Paid Notes due 2032
Debt Guarantees of 3.800% Other - - - - (2)
Senior Notes due 2032
Fees - - - - - - - -
Previously
Paid
Carry Forward Securities
Carry - - - - - - -
Forward
Securities
Total Offering Amounts $867,165,135 $127,994
Total Fees -
Previously Paid
Total Fee Offsets -
Net Fee Due $ 127,994
* Additional Registrant
(1) €800,000,000 aggregate principal amount of the 3.800% Senior Notes due 2032 will be issued. The U.S.
Dollar equivalent of the Amount Registered and Maximum Aggregate Offering Price has been calculated using the
Euro/U.S. Dollar spot exchange rate of €1.00=$1.0854 on
May 21
, 2024, as published by Bloomberg
.
(2) The notes issued by theIssuer are fully and unconditionally guaranteed by the Additional Registrants.
Pursuant to Rule 457(n) under the SecuritiesAct, no separate fee is payable with respect to the guarantees.
{graphic omitted}