TAP

Business Context and Reporting Period

Company: Molson Coors Brewing Company
Filing Type: Form 8-K (Current Report)
Date of Report: September 29, 2010
Event: Regulation FD Disclosure regarding a proposed private placement of senior notes.

Key Financial Metrics

This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The only financial figure disclosed relates to a proposed capital transaction:

• Proposed Offering Amount: Up to Cdn$500 million.
• Instrument: Senior notes due 2017.
• Target Investors: Canadian accredited investors (private placement).
• Debt Status: Notes would be pari passu with existing outstanding notes and the credit facility.

Material Changes and Proposed Actions

The Company intends to issue the notes through a subsidiary. The filing indicates no material changes to historical financial performance but outlines a strategic shift in capital structure pending market conditions.

Guidance, Outlook, and Use of Proceeds

Use of Proceeds:

• Refinance a portion of current debt.
• General corporate purposes.
• Potential funding for pension obligations.

Conditions and Risks:

• The offering is subject to market and other customary conditions.
• There is no assurance the private placement will be consummated.
• The notes are not registered under the Securities Act of 1933 and cannot be offered or sold in the United States absent registration or an applicable exemption.

Management Commentary: The filing serves as a disclosure of intent and does not constitute an offer to sell securities.

Investor Verification Checklist

• Verify if the Cdn$500 million private placement was successfully consummated in subsequent filings.
• Confirm the specific portion of debt refinanced and the impact on the Company's overall leverage ratio.
• Review subsequent 10-K or 10-Q filings for actual pension obligation payments funded by this transaction.
• Check for any changes in the Company's credit facility terms or covenants related to this new debt issuance.