-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5R67WbTHD+CLv4AjQL9EGzr0cPSkm1c80JSI+DqnFL2O/1yBy/0aHaX0xlePZ1e UArPAFAmZqhaYSaLPl4uCQ== 0001140361-09-028403.txt : 20091208 0001140361-09-028403.hdr.sgml : 20091208 20091208133346 ACCESSION NUMBER: 0001140361-09-028403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091204 FILED AS OF DATE: 20091208 DATE AS OF CHANGE: 20091208 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: CO FISCAL YEAR END: 1228 BUSINESS ADDRESS: STREET 1: P.O. BOX 4030, MAIL #NH375 CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032773271 MAIL ADDRESS: STREET 1: 311 10TH STREET CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: COORS ADOLPH CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pentland Securities (1981) Inc. CENTRAL INDEX KEY: 0001317150 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14829 FILM NUMBER: 091228205 BUSINESS ADDRESS: STREET 1: 335 8TH AVE S.W., 3RD FLOOR CITY: CALGARY STATE: A0 ZIP: T2P 1C9 BUSINESS PHONE: 514-843-2397 MAIL ADDRESS: STREET 1: C/O DAVIES WARD PHILLIPS & VINEBERG LLP STREET 2: 1501 MCGILL COLLEGE AVE, 26TH FLOOR CITY: MONTREAL STATE: A8 ZIP: H3A 3N9 4 1 pentlandsecurities_ex.xml X0303 4 2009-12-04 0 0000024545 MOLSON COORS BREWING CO TAP 0001317150 Pentland Securities (1981) Inc. 335 8TH AVENUE, S.W., SUITE 700 CALGARY A0 T29 1C9 ALBERTA, CANADA 0 0 1 0 Forward Contract (right to sell) 2009-12-04 4 J 1 700000 A 2014-12-08 2014-12-08 Class B Common Stock 700000 700000 D On December 1, 2009, the reporting person, 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"). As part of the Transaction, an affiliate of Buyer ("Bank") has agreed to make a loan to Pentland in the principal amount of US $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 will be 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 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. Under the Forward, the "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 Purchase Date, and the "Forward Price" will equal the Relevant Price, subject to a cap price of $54.22 ("Cap Price") and a floor price of $41.00 ("Floor Price"). Accordingly, (i) if the Relevant Price is greater than or equal to the Cap Price, the Forward Price will be equal to the Cap Price, (ii) if the Relevant Price is less than or equal to the Floor Price, the Forward Price will be equal to the Floor Price, and (iii) if the Relevant Price is between the Floor Price and the Cap Price, the Forward Price will be equal to the Relevant Price. 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. /s/ Eric H. Molson, Vice President 2009-12-08 -----END PRIVACY-ENHANCED MESSAGE-----