UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July
7
, 2019
MOLSON COORS BREWING COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 1-14829
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Delaware
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84-0178360
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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1801 California Street, Suite 4600, Denver, Colorado 80202
1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5
(Address of principal executive offices, including zip code)
(303) 927-2337 / (514) 521-178
6
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Se
curities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01
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TAP.A
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New York Stock Exchange
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Class B Common Stock, par value $0.01
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TAP
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New York Stock Exchange
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1.25% Senior Notes due 2024
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TAP
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
E
merging
g
rowth compa
n
y
☐
I
f an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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☐
Item 1.01
Entry into a Material Definitive Agreement.
On July
7
, 2019, Molson Coors Brewing Company (the “Company”), the lenders party thereto, and Citibank, N.A., as administrative agent, entered into
an
Extension Agreement (the “Extension Agreement”) to the Credit Agreement dated as of July 7, 2017 (as amended from time to time, the “Credit Agreement”) by and among the Company and Molson Canada 2005, Molson Coors International LP, Molson Coors Canada Inc. and Molson Coors Brewing Company (UK) Limited, Citibank, N.A., as administrative agent, and the other agents and lenders named therein. The Extension Agreement
became effective on July
7, 2019 and
extended the maturity date
under
the
Credit Agreement
from July 7, 2023 to July 7, 2024.
The foregoing description of the material terms of the Extension Agreement is qualified by reference to the Extension Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit Number
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Description
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10.1
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOLSON COORS BREWING COMPANY
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Date:
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July 8
, 2019
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By:
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/s/
E. Lee Reichert
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E. Lee Reichert
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Chief Legal and Corporate Affairs Officer and Secretary
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EXTENSION AGREEMENT
July
7
, 2019
Citibank, N.A.,
as Administrative Agent
under the Credit Agreement
referred to below
Ladies and Gentlemen:
The undersigned hereby agrees to extend, effective July 7, 2019, the Maturity Date under the Credit Agreement dated as of July 7, 2017 among Molson Coors Brewing Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders and Issuing Banks from time to time party thereto and Citibank, N.A., as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “
Credit Agreement
”), for one year to July 7, 2024. Terms defined in the Credit Agreement are used herein with the same meaning.
This Extension Agreement is subject to satisfaction of the conditions set forth in Section 2.08(f) of the Credit Agreement.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York.
[
Remainder of Page Intentionally Left Blank
]
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BANK OF AMERICA, N.A., as a Lender
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By:
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/s/ Nicholas Cheng
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Name:
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Nicholas Cheng
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Title:
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Director
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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MUFG BANK, LTD. (formerly known as The Bank of Tokyo Mitsubishi UFJ, Ltd.), as an Issuing Bank and a Lender
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By:
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/s/ Steve Aronowitz
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Name:
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Steve Aronowitz
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Title:
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Managing Director
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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Bank of Montreal
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By:
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/s/ Chad Beltz
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Name:
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Chad Beltz
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Title:
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Vice President
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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GOLDMAN SACHS BANK USA
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By:
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/s/ Annie Carr
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Name:
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Annie Carr
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Title:
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Authorized Signatory
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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ROYAL BANK OF CANADA, as a Lender
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By:
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/s/ Julia Ivanova
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Name:
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Julia Ivanova
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Title:
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Authorized Signatory
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/ Tony Yung
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Name:
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Tony Yung
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Title:
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Executive Director
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender
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By:
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/s/ Claire Laury
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Name:
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Claire Laury
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Title:
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Executive Director
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By:
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/s/ Erin Scott
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Name:
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Erin Scott
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Title:
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Vice President
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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LLOYDS BANK CORPORATE MARKETS PLC
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By:
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/s/ Kamala Basdeo
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Name:
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Kamala Basdeo
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Title:
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Assistant Manager
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By:
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/s/ Tina Wong
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Name:
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Tina Wong
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Title:
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Assistant Manager
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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THE BANK OF NOVA SCOTIA
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By:
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/s/ Winston Lua
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Name:
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Winston Lua
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Title:
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Director
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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The Northern Trust Company
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By:
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/s/ Molly Drennan
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Name:
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Molly Drennan
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Title:
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Senior Vice President
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[Signature Page to Extension Agreement – Molson Coors (2019)]
A
greed and accepted:
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MOLSON COORS BREWING COMPANY
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By:
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/s/ Michael Rumley
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Name:
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Michael Rumley
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Title:
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Vice President Treasurer
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[Signature Page to Extension Agreement – Molson Coors (2019)]
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CITIBANK, N.A., as Administrative Agent and Lender
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By:
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/s/ Carol
yn Kee
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Name:
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Carolyn Kee
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Title:
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Vice President
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Title:
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[Signature Page to Extension Agreement – Molson Coors (2019)]