Molson Coors Issues $1.5B in New Debt

TL;DR

Molson Coors just dropped $1.5B in new 2034 notes to buy back 2025 debt. Refi time!

AI Summary

On May 29, 2024, Molson Coors Beverage Company entered into a material definitive agreement related to its senior notes. The company is issuing $1.5 billion in aggregate principal amount of senior notes due 2034, with a coupon rate of 5.875%. This issuance is part of a concurrent offering to repurchase its outstanding 4.375% senior notes due 2025.

Why It Matters

Molson Coors is refinancing its debt, extending its maturity profile and potentially lowering its interest expense by issuing new, longer-term notes and repurchasing older ones.

Risk Assessment

Risk Level: medium — The company is taking on new debt and managing existing obligations, which carries inherent financial risk, though it appears to be a strategic refinancing.

Key Numbers

• $1.5B — Senior Notes Issued (Molson Coors issued new debt maturing in 2034.)
• 5.875% — New Note Coupon Rate (Interest rate on the newly issued 2034 senior notes.)
• 4.375% — Old Note Coupon Rate (Interest rate on the 2025 senior notes being repurchased.)

Key Players & Entities

• Molson Coors Beverage Company (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• $1.5 billion (dollar_amount) — Aggregate principal amount of senior notes due 2034
• 5.875% (dollar_amount) — Coupon rate for the new senior notes
• 4.375% (dollar_amount) — Coupon rate for the senior notes due 2025 being repurchased
• 2034 (date) — Maturity year of the new senior notes
• 2025 (date) — Maturity year of the senior notes being repurchased

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 TAP.A New York Stock Exchange Class

Filing Documents

• tm2414722d18_8k.htm (8-K) — 44KB
• tm2414722d18_ex4-1.htm (EX-4.1) — 489KB
• tm2414722d18_ex4-2.htm (EX-4.2) — 171KB
• tm2414722d18_ex5-1.htm (EX-5.1) — 27KB
• tm2414722d18_ex5-2.htm (EX-5.2) — 9KB
• tm2414722d18_ex5-3.htm (EX-5.3) — 21KB
• tm2414722d18_img001.jpg (GRAPHIC) — 11KB
• tm2414722d18_img002.jpg (GRAPHIC) — 7KB
• tm2414722d18_img003.jpg (GRAPHIC) — 26KB
• tm2414722d18_ex5-3img001.jpg (GRAPHIC) — 9KB
• tm2414722d18_ex5-3img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-066167.txt ( ) — 1236KB
• tap-20240529.xsd (EX-101.SCH) — 3KB
• tap-20240529_def.xml (EX-101.DEF) — 29KB
• tap-20240529_lab.xml (EX-101.LAB) — 38KB
• tap-20240529_pre.xml (EX-101.PRE) — 27KB
• tm2414722d18_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 29, 2024, Molson Coors Beverage Company (the "Company") issued 800 million aggregate principal amount of 3.800% Senior Notes due 2032 (the " Notes ") pursuant to a previously announced underwritten public offering (the " Offering "). The Notes were issued pursuant to a base indenture, dated as of May 29, 2024 (the "Base Indenture "), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the " Trustee "), as supplemented by the first supplemental indenture, dated as of May 29, 2024 (the " First Supplemental Indenture "), among the Company, the Guarantors and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the " Securities Act "), pursuant to an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") on February 20, 2024, on Form S-3ASR, File No. 333-277183 . The terms of the Offering are described in a Prospectus, dated February 20, 2024, as supplemented by a final prospectus supplement, dated May 22, 2024. The Indenture and the First Supplemental Indenture are filed herewith as Exhibits 4.1 and 4.2, respectively. The form of the Notes is filed herewith as Exhibit 4.3. The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Sale of Notes in Aggregate Principal Amount of 800 Million The Notes bear interest at a rate of 3.800% per annum, payable in arrears on June 15 of each year, beginning on June 15, 2024. The Notes are jointly and severally guaranteed on a full and unconditional senior unsecured basis initially by Molson Coors International LP, Molson Coors Holdco Inc., Coors Brewing Company, Newco3, Inc., CBC Holdco 3, Inc., CBC Holdco LLC, CBC Holdco 2 LLC, Molson Canada 2005, Coors Distributing Company LLC, Molson Coors USA LLC, and Molson Coors Beverage Company USA LLC (all of which are wholly-owned directly or indirectly by the Company) (collectively, the " Guarantors "). The Notes and the related guarantees are senior unsecured obligations of the Company and the Guarantors and will rank pari passu with all other unsubordinated debt of the Company and the Guarantors and senior to all future subordinated debt of the Company and the Guarantors. The Notes will be structurally subordinated to all present and future debt and other obligations of the Company's subsidiaries that are not Guarantors. The Notes and the related guarantees will be effectively junior to the current and future secured obligations of the Company and the Guarantors to the extent of the assets securing such obligations. The net proceeds from the Offering, after deducting estimated fees and expenses and the underwriters' discounts and commissions, were approximately 793.5 million. The net proceeds of the Offering will be used for general corporate purposes including the repayment of the 800 million outstanding principal amount of the Company's Senior Notes due July 2024. The net proceeds from the Offering will not be deposited into an escrow account and holders of the Notes will not receive a security interest in any such proceeds. The Notes are redeemable, in whole or in part, at the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Document Description 4.1 Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee. 4.2 First Supplemental Indenture, dated as of May 29 , 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as Trustee. 4.3 Form of 3.800% Senior Notes due 2032 (included in Exhibit 4.2). 5.1 Opinion of Kirkland & Ellis LLP. 5.2 Opinion of Perkins Coie LLP. 5.3 Opinion of McCarthy Tetrault LLP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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. MOLSON COORS BEVERAGE COMPANY Date: May 29, 2024 By: /s/ Natalie G. Maciolek Natalie G. Maciolek Chief Legal & Government Affairs Officer and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR