SEC Form 4 · accession 0001144204-17-047875
MOLSON COORS BEVERAGE CO · TAP-A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nooya Investments LTD
10% Owner
Period of report
Sep 11, 2017
Accepted (ET)
Sep 13, 2017 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000024545
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Contract (right to sell)F1,F2,F3 | — | Sep 11, 2017 | J | 321,000 | D | Sep 11, 2017 | Sep 11, 2017 | Class B Common Stock | 321,000 | 0 | I |
Explanation of responses
- F1On December 3, 2014, Pentland Securities (1981) Inc. ("Pentland") entered into an OTC Forward Master Agreement (the "Forward Agreement") and a related confirmation, supplemented by a notice dated December 8, 2014 that provided the price terms of the Forward Agreement (collectively, the "Forward") with an unaffiliated third party buyer ("Buyer") as part of a monetization transaction (the "Monetization Transaction"). Pentland is owned by the reporting person and another shareholder.
- F2As part of the Monetization Transaction, a Canadian chartered bank affiliate of Buyer ("Bank") made a zero coupon loan to Pentland in the principal amount of US$14,586,013.94 (the "Loan") that was payable in cash at the settlement of the Forward. Pentland's obligations under the Loan were secured by a senior pledge to Bank of 321,000 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 Agreement. Pentland's obligations under the Forward Agreement were secured by a subordinate pledge to Buyer of the 321,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for Class B common stock of Molson Coors ("Class B Shares") on a one-for-one basis.
- F3On September 11, 2017, Pentland and Buyer entered into a letter agreement (the "Early Termination Agreement") which provides for the early termination and cash settlement of the Forward and the Forward Agreement in consideration for the payment by Pentland to Buyer of an amount to be calculated pursuant to the Early Termination Agreement. In addition, on or about September 15, 2017, Pentland will repay the Loan in full. In order to finance the payments required to be made by Pentland pursuant to the Early Termination Agreement and the repayment of the Loan, Pentland will enter into another loan agreement with Bank pursuant to which Bank will agree to make a loan to Pentland in the principal amount of approximately US$23 million, which loan will be secured by a senior pledge to Bank of 321,000 Exchangeable Shares.