SEC Form 4 · accession 0001144204-18-015390

MOLSON COORS BEVERAGE CO · TAP-A

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On December 4, 2013, 4198832 Canada Inc. ("4198832"), a subsidiary of the reporting person, entered into an OTC Forward Master Agreement (the "Forward Agreement") and a related confirmation, supplemented by a notice dated December 9, 2013, 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").
• F2As part of the Monetization Transaction, a Canadian chartered bank affiliate of Buyer ("Initial Bank") made a zero coupon loan to 4198832 in the principal amount of US$15,444,000 (the "Loan") that was payable in cash at the settlement of the Forward. 4198832's obligations under the Loan were secured by a senior pledge to Initial Bank of 400,000 Class B exchangeable shares of Molson Coors Canada Inc. ("Exchangeable Shares"), a subsidiary of Molson Coors Brewing Company ("Molson Coors"), and 4198832's rights under the Forward Agreement. 4198832's obligations under the Forward Agreement were secured by a subordinate pledge to Buyer of the 400,000 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.
• F3Under the Forward, the relevant price (the "Relevant Price") would 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 December 4, 2018 (the "Purchase Date"), and the forward price (the "Forward Price") would equal the Relevant Price, subject to a cap price of $62.47 ("Cap Price") and a floor price of $48.31 ("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. For further information about the Forward, see the Form 4 filed by the reporting person on December 10, 2013.
• F4On March 14 and 16, 2018, respectively, 4198832 and Buyer entered into a pre-settlement agreement and termination agreement (collectively, the "Early Termination Agreement") in respect of the Monetization Transaction. Such Early Termination Agreement amended the payment terms of the Forward to provide that, among other things, the Purchase Date under the Forward be March 15, 2018, and settlement of the Forward occur on March 16, 2018.
• F5In accordance with the provisions of the Forward, as amended by the Early Termination Agreement, the Relevant Price was determined to be $81.051, which, because it was greater than the Cap Price and thus greater than the Forward Price, resulted in the Forward terminating on March 16, 2018 with a payment by 4198832 to Buyer of a cash settlement amount equal to $8,382,000. (continue with footnote (6))
• F6On March 16, 2018, the settlement of the Forward occurred in cash and 4198832 repaid the Loan in full. In order to finance the payments required to be made under the Early Termination Agreement and the repayment of the Loan, 4198832 entered into a new loan agreement with a Canadian chartered bank ("New Bank") pursuant to which New Bank agreed to make a loan to 4198832 in the principal amount of approximately US$28 million and make available a derivative facility for interest rate swap of up to approximately CDN$3 million, which is secured by a senior pledge to New Bank of 440,000 Class B exchangeable shares of Molson Coors Canada Inc.