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Subsequent Events
3 Months Ended
Mar. 31, 2012
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Acquisition of StarBev
On April 3, 2012, we entered into a sale and purchase agreement (the ‘‘SPA’’) to purchase all of the issued share capital of StarBev from StarBev L.P. (the ‘‘Seller’’) (the ‘‘Acquisition’’). The Acquisition is conditioned only upon the receipt of certain European competition law approvals. We may also terminate the SPA upon uncured and material breaches of certain covenants and warranties by the Seller or the StarBev management team, or in the event of a binding order from the Serbian Commission for the Protection of Competition or the European Commission prohibiting the Acquisition.
This business generated calendar year 2011 sales of approximately $953 million and earnings before interest, taxes, depreciation and amortization of approximately $322 million pursuant to International Financial Reporting Standards as adopted in the European Union. Including the payoff of existing StarBev indebtedness, the total purchase price in the Acquisition is approximately €2.65 billion ($3.54 billion). These USD amounts are based on the foreign exchange rate as of April 3, 2012. Fluctuations in the purchase price could occur from now until the closing of the Acquisition due to changes in foreign exchange rates, any additional interest related to existing StarBev indebtedness and any change in the fair value of the convertible note (described below). In connection with the obligation to pay the purchase price, we have issued $1.9 billion of senior notes. In addition, we have entered into a term loan agreement and revolving credit agreement and will issue a €500 million convertible note to the Seller. These financing activities are further described below.
Headquartered in Amsterdam, The Netherlands, and Prague, Czech Republic, StarBev operates nine breweries in Central Europe. StarBev has brewing operations in the Czech Republic, Serbia, Croatia, Romania, Bulgaria, Hungary and Montenegro and also sells its brands in Bosnia-Herzegovina and Slovakia. In 2011, StarBev held a top-three market share position in each of its markets, and its brand portfolio includes local champions such as Borsodi, Kamenitza, Bergenbier, Ozusko, Jelen, Staropramen and Niksicko, and it also distributes other brands under license.
Senior Notes
On May 3, 2012, we issued $1.9 billion of senior notes with portions maturing in 2017, 2022 and 2042. The 2017 senior notes were issued in an initial aggregate principal amount of $300 million at 2.0% and will mature on May 1, 2017 (the "2017 notes"). The 2022 senior notes were issued in an initial aggregate principal amount of $500 million at 3.5% and will mature on May 1, 2022 (the "2022 notes"). The 2042 senior notes were issued in an initial aggregate principal amount of $1.1 billion at 5.0% and will mature on May 1, 2042 (the "2042 notes"). The issuance resulted in total proceeds to us, before expenses, of $1,880.7 million. If we do not complete the acquisition on or prior to November 2, 2012, or if, prior to such date, the sale and purchase agreement is terminated, we will be obligated to redeem all of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. The issuance adds a number of guarantors to these debt securities as well as to our existing senior obligations, consisting principally of the U.K. operating entity. See Note 16, "Supplemental Guarantor Information" for further discussion and recast guarantor financial information reflective of this change. The StarBev operating results will be included in the non-guarantor categories, as the StarBev entities will not be guarantors.
Concurrent with the announcement of our proposed acquisition of StarBev, we entered into a bridge loan agreement, which we terminated upon the closing of our offering of the $1.9 billion senior notes.
Our risk management policy prohibits speculating on specific events, including the direction of interest rates. In advance of our bond issuance, we systematically removed a portion of our interest rate market risk by entering into standard pre-issuance U.S. Treasury interest rate hedges. This resulted in an increase in the certainty of our yield to maturity when issuing the notes. 
Term Loan Agreement
On April 3, 2012, we entered into a term loan agreement (the ‘‘Term Loan Agreement’’) that provides for a four-year term loan facility of $300 million. The obligations under the Term Loan Agreement are our general unsecured obligations. The Term Loan Agreement contains customary events of default, specified representations and warranties and covenants, including, among other things, covenants that restrict our and our subsidiaries’ ability to incur certain additional priority indebtedness, create or permit liens on assets or engage in mergers or consolidations.
Revolving Credit Agreement
On April 3, 2012, we also entered into a revolving credit agreement (the ‘‘Credit Agreement’’). The Credit Agreement provides for a four-year revolving credit facility of $300 million that was subsequently amended to increase the borrowing limit to $550 million. These loan facilities are not publicly registered in the U.S. or Canada. The Credit Agreement contains customary events of default and specified representations and warranties and covenants, including, among other things, covenants that restrict our and our subsidiaries’ ability to incur certain additional priority indebtedness, create or permit liens on assets, or engage in mergers or consolidations.
2011 Revolving Credit Agreement
On April 23, 2012, we amended our 4-year revolving credit facility (the “2011 Credit Agreement”) to incorporate the rating of Fitch Ratings Ltd., which will be used in conjunction with the ratings of S&P and Moody's to determine the applicable interest rate margin for borrowings under the 2011 Credit Agreement.
Convertible Note
The SPA includes an agreed form of a convertible note term sheet setting out the material terms of a €500 million Zero Coupon Senior Unsecured Convertible Note due 2013 (the ‘‘Convertible Note’’) to be issued by us to the Seller upon the closing of the Acquisition. The Convertible Note will mature on December 31, 2013, and will be a senior unsecured obligation guaranteed by MCBC. We will also guarantee our obligations under the 2017 notes, the 2022 notes, the 2042 notes, the Term Loan Agreement and the Revolving Credit Facility upon consummation of the Acquisition. The Convertible Note will allow the Seller to put the Convertible Note to us beginning on the earlier of (i) the date that is 30 days after we announce our 2012 annual financial results and (ii) March 31, 2013, and ending on December 19, 2013, for the greater of the principal amount of the Convertible Note and the aggregate cash value of 12,894,044 shares of our Class B Common Stock, as adjusted for certain corporate events.
In connection with the financing activities above, we anticipate approximately $70 million to $90 million in discounts, debt issuance and other related costs, of which approximately $50 million to $60 million are expected to be recognized in the second quarter of 2012.
Additional Subsidiary Guarantors
As of May 3, 2012, Molson Coors Brewing Company (UK) Limited, Molson Coors Holdings Limited and Golden Acquisition were added as additional subsidiary guarantors under each of the (i) Term Loan Agreement, dated as of April 3, 2012, (ii) Credit Agreement, dated as of April 3, 2012, (iii) Credit Agreement, dated as of April 12, 2011, (iv) 6 3/8% Notes due 2012 guaranteed by the Company, (v) 5.00% Senior Notes due 2015 guaranteed by the Company, (vi) 2.5% Convertible Notes due 2013 issued by the Company and (vii) 3.95% Series A Notes due 2017.
Management Transitions
On May 7, 2012, our Board of Directors approved the following management transitions effective at and contingent upon the closing of the Acquisition: (i) we named Mark Hunter, the current President and Chief Executive Officer of our U.K. and Ireland business unit, as the President and Chief Executive Officer of our Central European business unit; (ii) we named Stewart Glendinning, our current Chief Financial Officer, as the President and Chief Executive Officer of our U.K. and Ireland business unit; and (iii) we named Gavin Hattersley, the current Executive Vice President and Chief Financial Officer for MillerCoors, as our Chief Financial Officer.