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Transaction/Case Details

Molson Coors Completes Acquisition of Full Ownership of MillerCoors and Global Miller Brand Portfolio

DATE CLOSED

October 11, 2016

BUSINESS SECTOR

Food & Beverage

LEAD OFFICE

Montreal

VALUE

12 Billion USD


OVERVIEW

On October 11, 2016, Molson Coors Brewing completed its acquisition of SABMiller plc’s 58% stake in MillerCoors LLC, the joint venture formed in the United States and Puerto Rico by both companies in 2008. As part of the transaction, Molson Coors also gains full ownership of the Miller brand portfolio outside of the U.S. and Puerto Rico, and retains the rights to all of the brands currently in the MillerCoors portfolio for the U.S. and Puerto Rico, including Redd’s and import brands such as Peroni, Grolsch and Pilsner Urquell.

Molson Coors is now the third largest global brewer by enterprise value and the sole owner of MillerCoors, which will continue to operate as separate business unit of Molson Coors and will retain its name and headquarters in Chicago.

In anticipation of the acquisition, Molson Coors completed a US$2,350,000,000 offering of Class B Common Stock in February 2016. Molson Coors also completed an offering of US$500 million of 1.45% Senior Notes due 2019, US$1 billion of 2.1% Senior Notes due 2021, US$2.0 billion of 3.0% Senior Notes due 2026 and US$1.8 billion of 4.2% Senior Notes due 2046, as well as €800 million of 1.25% Senior Notes due 2024.

Molson Coors International LP issued C$500 million of 2.84% Senior Notes due 2023 and C$500 million of 3.44% Senior Notes due 2026. The US dollar and euro notes were offered to the public pursuant to prospectus supplements to Molson Coors Brewing Company’s shelf prospectus dated January 26, 2016, and the Canadian dollar notes were sold on a private placement basis in Canada. The US dollar, euro and Canadian note offering closed in July 2016.

The bond offering was one of the first investment-grade bond deals completed in the US since the UK voted to leave the European Union.

McCarthy Tétrault acted as Canadian counsel to Molson Coors with a team consisting of Philippe Fortier, Gordon Baird, Andrew Parker, Eric Gosselin, Mark McEwan and Matthew Harris (corporate and corporate finance), Don Houston, Dominic Thérien and Jonathan Bitran (competition), Frédéric Harvey and Ryan Rabinovitch (Tax).

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