0001571049-14-007131.txt : 20141209 0001571049-14-007131.hdr.sgml : 20141209 20141209165947 ACCESSION NUMBER: 0001571049-14-007131 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141208 FILED AS OF DATE: 20141209 DATE AS OF CHANGE: 20141209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOLSON COORS BREWING CO CENTRAL INDEX KEY: 0000024545 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 840178360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1225 17TH STREET, SUITE 3200 CITY: DENVER STATE: CO ZIP: 80123 BUSINESS PHONE: 303-927-2312 MAIL ADDRESS: STREET 1: 1225 17TH STREET, SUITE 3200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: COORS ADOLPH CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Molson Stephen Thomas CENTRAL INDEX KEY: 0001317949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14829 FILM NUMBER: 141275675 MAIL ADDRESS: STREET 1: 411 CLARKE AVENUE CITY: WESTMOUNT STATE: A8 ZIP: H3Y 3C3 4 1 t1402419_x2-f4.xml OWNERSHIP DOCUMENT X0306 4 2014-12-08 0 0000024545 MOLSON COORS BREWING CO TAP 0001317949 Molson Stephen Thomas 411 CLARKE AVENUE WESTMOUNT A8 H3Y 3C3 QUEBEC, CANADA 0 0 1 0 Forward Contract (right to sell) 2014-12-08 4 J 1 700000 0 D 2014-12-08 2014-12-08 Class B Common Stock 700000 0 I By Pentland Securities (1981) Inc. Forward Contract (right to sell) 2014-12-08 4 J 1 321000 A 2019-12-03 2019-12-03 Class B Common Stock 321000 321000 I By Pentland Securities (1981) Inc. See remarks for Footnote 1. Pentland's obligations under the Loan are secured by a senior pledge to Bank of 700,000 Class B exchangeable shares of Molson Coors Canada Inc. ("Exchangeable Shares"), a subsidiary of Molson Coors Brewing Company ("Molson Coors"), and Pentland's rights under the Forward. Pentland's obligations under the Forward are secured by a subordinate pledge to Buyer of the same 700,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for shares of Class B common stock of Molson Coors ("Class B Shares") on a one-for-one basis. Under the pledges, Pentland may exchange the Exchangeable Shares for a like number of Class B Shares obtained in exchange for Exchangeable Shares, which will become subject to the pledges (any shares subject to the pledges, whether Exchangeable Shares or Class B Shares, the "Pledged Shares"). Pentland has retained voting rights in the Pledged Shares and the right to any dividends or distributions paid in cash on the Pledged Shares in any year, up to $0.96 per share. Any cash dividends and cash distributions in excess of that amount are payable by Pentland to Buyer. The purchase date of the Forward is December 8, 2014 (the "Purchase Date"), and settlement of the Forward will occur three business days after the Purchase Date (the "Settlement Date"). The Forward provides for cash settlement. However, Pentland may elect to switch from cash settlement to settling the Forward by delivering 700,000 Class B Shares to Buyer (and, depending upon the availability of certain exemptions from the prospectus requirements under Canadian securities laws, elect to switch from physical settlement to cash settlement, and vice versa). Any such election must be made at least a specified number of days prior to the Purchase Date, which depends on whether the Pledged Shares comprise Exchangeable Shares or Class B Shares and on certain Canadian securities law considerations. The Forward Price is subject further to downward adjustment by the value of any dividends or distributions on the Pledged Shares made other than in cash. The Forward Price is subject further to downward adjustment by the value of any dividends or distributions on the Pledged Shares made other than in cash. Under cash settlement of the Forward: (i) if the Relevant Price is greater than the Forward Price, Pentland will pay Buyer an amount equal to the difference between the Relevant Price and the Forward Price, multiplied by 700,000; (ii) if the Relevant Price is less than the Forward Price, then Buyer will pay Pentland an amount equal to the difference between the Forward Price and the Relevant Price, multiplied by 700,000; and (iii) if the Relevant Price is equal to the Forward Price, then no payment will be due from either party, and the Forward will terminate. If the Forward is settled by physical delivery, Pentland will deliver 700,000 Class B Shares to Buyer, and Buyer will pay Pentland an amount equal to 700,000 multiplied by the Forward Price. In accordance with the provisions of the Forward described in footnote 5 above, the Relevant Price was determined to be $74.7588, which, because it was above the Cap Price, will result in the Forward terminating on December 8, 2014. Pentland will pay $14,377,160 to Buyer in settlement of the Forward on the Settlement Date. On December 3, 2014, Pentland entered into an OTC forward contract and a related confirmation, supplemented by a notice dated December 8, 2014, that provided the price terms of the contract (collectively, the "2014 Forward") with an unaffiliated third party buyer ("2014 Buyer") as part of a monetization transaction (the "2014 Transaction"). As part of the 2014 Transaction, a Canadian chartered bank affiliate of 2014 Buyer ("2014 Bank") has agreed to make a zero coupon loan to Pentland in the principal amount of $14,586,013.94 (the "2014 Loan") that is payable in cash at the settlement of the 2014 Forward. Pentland 's obligations under the 2014 Loan will be secured by a senior pledge to 2014 Bank of 321,000 Exchangeable Shares and Pentland 's rights under the 2014 Forward. Pentland 's obligations under the 2014 Forward are secured by a subordinate pledge (together with the senior pledge to 2014 Bank, the "2014 Pledges") to 2014 Buyer of 321,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for Class B Shares on a one-for-one basis. Under the 2014 Pledges, Pentland may exchange the Exchangeable Shares for a like number of Class B Shares obtained in exchange for Exchangeable Shares, which will become subject to the 2014 Pledges (any shares subject to the 2014 Pledges, the "2014 Pledged Shares"). Pentland retained voting rights in the 2014 Pledged Shares and the right to any dividends or distributions paid in cash on the 2014 Pledged Shares in any year, up to $1.48 per share. The purchase date of the 2014 Forward is December 3, 2019 (the "2019 Purchase Date"), and settlement of the 2014 Forward will occur three business days after the 2019 Purchase Date. The 2014 Forward provides for cash settlement. However, Pentland may elect to switch from cash settlement to settling the 2014 Forward by delivering 321,000 Class B Shares to 2014 Buyer (and, depending upon the availability of certain exemptions from the prospectus requirements under Canadian securities laws, elect to switch from physical settlement to cash settlement, and vice versa). Any such election must be made at least a specified number of days prior to the 2019 Purchase Date, which depends on whether the 2014 Pledged Shares comprise Exchangeable Shares or Class B Shares and on certain Canadian securities law considerations. Under the 2014 Forward, the relevant price (the "2014 Relevant Price") will equal the average of the volume-weighted average per share price of the Class B Shares for each of the five trading days immediately preceding the 2019 Purchase Date, and the forward price (the "2014 Forward Price") will equal the 2014 Relevant Price, subject to a cap price of $88.6940 ("2014 Cap Price") and a floor price of $65.7814 ("2014 Floor Price"). Accordingly, (i) if the 2014 Relevant Price is greater than or equal to the 2014 Cap Price, the 2014 Forward Price will be equal to the 2014 Cap Price, (ii) if the 2014 Relevant Price is less than or equal to the 2014 Floor Price, the 2014 Forward Price will be equal to the 2014 Floor Price, and (iii) if the 2014 Relevant Price is between the 2014 Floor Price and the 2014 Cap Price, the 2014 Forward Price will be equal to the 2014 Relevant Price. The 2014 Forward Price is subject further to downward adjustment by the value of any dividends or distributions on the 2014 Pledged Shares made other than in cash. Under cash settlement of the 2014 Forward: (i) if the 2014 Relevant Price is greater than the 2014 Forward Price, Pentland will pay 2014 Buyer an amount equal to the difference between the 2014 Relevant Price and the 2014 Forward Price, multiplied by 321,000; (ii) if the 2014 Relevant Price is less than the 2014 Forward Price, 2014 Buyer will pay Pentland an amount equal to the difference between the 2014 Forward Price and the 2014 Relevant Price, multiplied by 321,000; and (iii) if the 2014 Relevant Price is equal to the 2014 Forward Price, no payment will be due from either party, and the 2014 Forward will terminate. If the 2014 Forward is settled by physical delivery, Pentland will deliver 321,000 Class B Shares to 2014 Buyer, and 2014 Buyer will pay Pentland an amount equal to 321,000 multiplied by the 2014 Forward Price. On December 1, 2009, Pentland Securities (1981) Inc. ("Pentland") entered into an OTC forward contract and a related confirmation, supplemented by a notice dated December 4, 2009, that provided the price terms of the contract (collectively, the "Forward") with an unaffiliated third party buyer ("Buyer") as part of a monetization transaction (the "Transaction"). Pentland is owned by Nooya Investments Limited ("Nooya") and another shareholder, and the reporting person owns all of the voting securities of Nooya. As part of the Transaction, an affiliate of Buyer ("Bank") agreed to make a loan to Pentland in the principal amount of $22,918,500 (the "Loan"), the principal of which and accrued interest thereon is payable in cash at the settlement of the Forward. Pentland's obligations under the Loan are secured by a senior pledge to Bank of 700,000 Class B exchangeable shares of Molson Coors Canada Inc. ("Exchangeable Shares"), a subsidiary of Molson Coors Brewing Company ("Molson Coors"), and Pentland's rights under the Forward. /s/ Stephen T. Molson 2014-12-09