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TAP > SEC Filings for TAP > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for MOLSON COORS BREWING CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MOLSON COORS BREWING CO


20-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financia


Item 1.01. Entry into a Material Definitive Agreement

Dealer Agreements

On March 19, 2013, Molson Coors Brewing Company (the "Company") entered into a new commercial paper program (the "Program") on a private placement basis under which the Company may issue from time to time unsecured commercial paper notes (the "Notes") up to a maximum aggregate amount outstanding at any time of up to $950,000,000. The proceeds of the issuance of the Notes will be used to repay our 500,000,000 zero coupon senior unsecured convertible bond due 2013 and our $575 million convertible bonds maturing in the third quarter of 2013, and for general corporate purposes. Amounts available under the Program may be reborrowed.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC each will act as a dealer under the Program (collectively the "Dealers") pursuant to the terms and conditions of their respective Dealer Agreements (each, a "Dealer Agreement"). Bank of America, National Association will act as Issuing and Paying Agent under the Program.

The Program provides the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of Notes pursuant to an exemption from federal and state securities laws. The Program contains customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary but may not exceed 397 days from the date of issue. The principal amount of outstanding Notes under the Program may not exceed $950,000,000 at any time. The Notes will be sold at a negotiated discount from par or will bear interest at a negotiated rate on a fixed or floating basis.

A Form of Dealer Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though it were fully set forth herein. The description above is a summary of the Program and is qualified in its entirety by the complete text of the Program itself as set forth in the Dealer Agreements.



Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off Balance Sheet Arrangement of a Registrant

The information related to the $950,000,000 unsecured commercial paper program described under Item 1.01 above is hereby incorporated by reference under this Item 2.03.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:

Exhibit No. Description of Exhibit
10.1 Form of Commercial Paper Dealer Agreement


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