Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MOLSON COORS BEVERAGE CO Director's Dealing 2008

Nov 24, 2008

30606_dirs_2008-11-24_7f9d6901-56d0-4e76-b68c-be44cc24a4ff.zip

Director's Dealing

Open in viewer

Opens in your device viewer

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOLSON COORS BREWING CO (TAP.A, TAP)
CIK: 0000024545
Period of Report: 2008-11-20

Reporting Person: Molson Eric Herbert (Director, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-20 Forward Contract (right to sell) $ J 400000 Acquired 2013-12-09 Class B Common Stock (400000) Indirect

Footnotes

F1: On November 19, 2008, 4198832 Canada Inc. ("4198832"), a subsidiary of Lincolnshire Holdings Limited. ("Lincolnshire"),
entered into an OTC forward contract and a related confirmation, supplemented by a notice dated November 20, 2008, that
provided the price terms of the contract (collectively, the "Forward") with an unaffiliated third party buyer ("Buyer") as
part of a monetization transaction (the "Transaction"). Lincolnshire is owned by the reporting person. As part of the
Transaction, an affiliate of Buyer ("Bank") has agreed to make a zero coupon loan to 4198832 in the principal amount of
US$12,756,000 (the "Loan") that is payable in cash at the settlement of the Forward. 4198832's obligations under the Loan
and the Forward are secured by a senior pledge to 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.

F2: 4198832's obligations under the Forward are secured by a subordinate pledge to Buyer of 400,000 Exchangeable Shares. The
Exchangeable Shares are exchangeable at the option of the holder for shares of Class B common stock of Molson Coors ("Class
B Shares") on a one-for-one basis. Under the pledges, 4198832 may exchange the Exchangeable Shares for a like number of
Class B Shares obtained in exchange for Exchangeable Shares, which will become subject to the pledges (any shares subject to
the pledges, the "Pledged Shares"). 4198832 retained voting rights in the Pledged Shares and the right to any dividends or
distributions paid in cash on the Pledged Shares in any year, up to $0.80 per share.

F3: The purchase date of the Forward is December 9, 2013 (the "Purchase Date"), and settlement of the Forward will occur three
business days after the Purchase Date. The Forward provides for cash settlement. However, 4198832 may elect to switch from
cash settlement to settling the Forward by delivering 400,000 Class B Shares to Buyer (and, depending upon the availability
of certain exemptions from the prospectus requirements under Canadian securities laws, elect to switch from physical
settlement to cash settlement, and vice versa). Any such election must be made at least a specified number of days prior to
the Purchase Date, which depends on whether the Pledged Shares comprise Exchangeable Shares or Class B Shares and on certain
Canadian securities law considerations.

F4: Under the Forward, the "Relevant Price" will 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 the Purchase Date, and the "Forward Price" will equal the
Relevant Price, subject to a cap price of $56.74 ("Cap Price") and a floor price of $40.07 ("Floor Price"). Accordingly,
(i) if the Relevant Price is greater 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.

F5: The Forward Price is subject further to downward adjustment by the amount of any cash dividends or cash distributions per
Pledged Share in excess of $0.80 per year and the value of any dividends or distributions on the Pledged Shares made other
than in cash.

F6: Under cash settlement of the Forward: (i) if the Relevant Price is equal to or greater than the Forward Price, 4198832 will
pay Buyer an amount equal to the difference between the Relevant Price and the Forward Price, multiplied by 400,000;
(ii) if the Relevant Price is equal to or less than the Forward Price, then Buyer will pay 4198832 an amount equal to the
difference between the Forward Price and the Relevant Price, multiplied by 400,000; and (iii) if the Relevant Price is equal
to the Forward Price, then no payment will be due from either party, and the Forward will terminate.
If the Forward is settled by physical delivery, 4198832 will deliver 400,000 Class B Shares to Buyer, and Buyer will pay
4198832 an amount equal to 400,000 multiplied by the Forward Price.