Current Report Filing (8-k)
May 26 2020 - 1:01PM
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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): May 26, 2020
MOLSON COORS BEVERAGE 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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P.O. Box 4030, NH353, Golden, Colorado 80401
1555
Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5
(Address
of principal executive offices, including zip code)
(303) 927-2337 / (514) 521-1786
(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)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
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).
Emerging
growth company ¨
If
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. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2020, Molson Coors Brewing Company (UK) Limited (the
“Issuer”), a subsidiary of Molson Coors Beverage Company (the “Company”) that operates and manages the
Company’s business in the United Kingdom, established a commercial paper facility for the purpose of issuing short-term,
unsecured Sterling-denominated notes that are eligible for purchase under the Joint HM Treasury and Bank of England’s COVID
Corporate Financing Facility commercial paper program (the “Program”) in an aggregate principal amount up to £300
million, which may be increased from time to time as provided in the Dealer Agreement (as defined below).
In connection with the Program, the Issuer and the Company entered
into a Dealer Agreement (the “Dealer Agreement”) with Lloyds Bank Corporate Markets PLC, as arranger, and Lloyds Bank
Corporate Markets PLC, as dealer (the “Dealer”), pursuant to which notes may be issued to the Dealer at such prices
and upon such terms as the Issuer and the Dealer may agree. The maturities of the notes will vary but will not be less than seven
days nor greater than 364 days. The Dealer Agreement contains customary representations, warranties, covenants and indemnification
provisions typical for the issuance of commercial paper of this type. In addition, the Company entered into a Deed of Guarantee
(the “Guarantee”) to guarantee the payment of all sums payable from time to time by the Issuer in respect of the notes
to the holders of any notes.
The foregoing descriptions of the Dealer Agreement and the Guarantee
do not purport to be complete and are qualified in their entirety by reference to the full text of the Dealer Agreement and the
Guarantee, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and incorporated by reference
herein.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference
in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 BEVERAGE COMPANY
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Date: May 26, 2020
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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 & Government Affairs Officer and Secretary
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