On September 22, 2005, Molson Coors Capital Finance ULC (MCCF), a wholly-owned subsidiary of Molson Coors Brewing Company (MCBC), completed a private placement in Canada of C$900 million of 5 per cent senior notes due 2015 (the Canadian private placement). In connection with the Canadian private placement, MCCF, MCBC and the initial purchasers of the notes entered into an exchange offer agreement providing for the exchange of the notes (the Canadian exchange offer) by MCCF for substantially identical notes to be issued under a prospectus in Canada.
Concurrent with the Canadian private placement, MCCF completed a private placement in the United States of US$300 million of 4.85 per cent senior notes due 2010 (the US private placement). In connection with the US private placement, MCCF, MCBC and the initial purchasers of the notes entered into a registration rights agreement providing for a registered exchange offer (the US exchange offer) by MCCF for substantially identical notes registered with the U.S. Securities and Exchange Commission and freely tradeable in the US.
The proceeds of the Canadian private placement and the US private placement were used to repay outstanding indebtedness of MCCF and for general corporate purposes.
On December 6, 2005, MCCF completed the US exchange offer and on December 15, 2005, MCCF completed the Canadian exchange offer. In each case, previously issued notes were exchanged, for no additional consideration, for freely tradeable notes.
MCCF and MCBC were represented by MCBC's chief legal officer, Samuel Walker, MCBC's deputy general counsel, Annita Menogan, and MCBC's assistant chief legal officer, Doug Beck. Canadian counsel to MCCF and MCBC was Osler, Hoskin & Harcourt LLP. The Osler team consisted of Ward Sellers, John Groenewegen, Marguerite Goraczko, Victoria Graham and Mark Hogan (securities), Elaine Marchand (tax) and Scott Horner (financial services). US counsel to MCCF and MCBC was Kirkland & Ellis LLP with a team that consisted of Frederick Tanne, Christian Nagler, John Armbruster and Adina Rosenthal (securities) and Steven Clemens and Allison Myers (tax). MCBC's Nova Scotia counsel was Charles Reagh of Stewart McKelvey Stirling Scales.
The syndicates of initial purchasers were represented by Davies Ward Phillips & Vineberg LLP, as to matters of Canadian law, and by Davis Polk & Wardwell, as to matters of US law. The Davies team consisted of Carol Pennycook, Robert Murphy, Jim Nikopoulos and Conrad Druzeta (securities) and Siobhan Monaghan and Ian Crosbie (tax). The Davis Polk team included Richard Truesdell, Bhavna Thakur and Christopher Woo (securities) and Nina Muller (tax).
Concurrent with the Canadian private placement, MCCF completed a private placement in the United States of US$300 million of 4.85 per cent senior notes due 2010 (the US private placement). In connection with the US private placement, MCCF, MCBC and the initial purchasers of the notes entered into a registration rights agreement providing for a registered exchange offer (the US exchange offer) by MCCF for substantially identical notes registered with the U.S. Securities and Exchange Commission and freely tradeable in the US.
The proceeds of the Canadian private placement and the US private placement were used to repay outstanding indebtedness of MCCF and for general corporate purposes.
On December 6, 2005, MCCF completed the US exchange offer and on December 15, 2005, MCCF completed the Canadian exchange offer. In each case, previously issued notes were exchanged, for no additional consideration, for freely tradeable notes.
MCCF and MCBC were represented by MCBC's chief legal officer, Samuel Walker, MCBC's deputy general counsel, Annita Menogan, and MCBC's assistant chief legal officer, Doug Beck. Canadian counsel to MCCF and MCBC was Osler, Hoskin & Harcourt LLP. The Osler team consisted of Ward Sellers, John Groenewegen, Marguerite Goraczko, Victoria Graham and Mark Hogan (securities), Elaine Marchand (tax) and Scott Horner (financial services). US counsel to MCCF and MCBC was Kirkland & Ellis LLP with a team that consisted of Frederick Tanne, Christian Nagler, John Armbruster and Adina Rosenthal (securities) and Steven Clemens and Allison Myers (tax). MCBC's Nova Scotia counsel was Charles Reagh of Stewart McKelvey Stirling Scales.
The syndicates of initial purchasers were represented by Davies Ward Phillips & Vineberg LLP, as to matters of Canadian law, and by Davis Polk & Wardwell, as to matters of US law. The Davies team consisted of Carol Pennycook, Robert Murphy, Jim Nikopoulos and Conrad Druzeta (securities) and Siobhan Monaghan and Ian Crosbie (tax). The Davis Polk team included Richard Truesdell, Bhavna Thakur and Christopher Woo (securities) and Nina Muller (tax).
