4//SEC Filing
Pentland Securities (1981) Inc. 4
Accession 0001144204-17-047876
CIK 0000024545other
Filed
Sep 12, 8:00 PM ET
Accepted
Sep 13, 5:14 PM ET
Size
7.9 KB
Accession
0001144204-17-047876
Insider Transaction Report
Form 4
Pentland Securities (1981) Inc.
10% Owner
Transactions
- OtherSwap
Forward Contract (right to sell)
2017-09-11−321,000→ 0 totalFrom: 2017-09-11Exp: 2017-09-11→ Class B Common Stock (321,000 underlying)
Footnotes (3)
- [F1]On December 3, 2014, the reporting person ("Pentland") entered into an OTC Forward Master Agreement (the "Forward Agreement") and a related confirmation, supplemented by a notice dated December 8, 2014 that provided the price terms of the Forward Agreement (collectively, the "Forward") with an unaffiliated third party buyer ("Buyer") as part of a monetization transaction (the "Monetization Transaction").
- [F2]As part of the Monetization Transaction, a Canadian chartered bank affiliate of Buyer ("Bank") made a zero coupon loan to Pentland in the principal amount of US$14,586,013.94 (the "Loan") that was payable in cash at the settlement of the Forward. Pentland's obligations under the Loan were secured by a senior pledge to Bank of 321,000 Class B exchangeable shares of Molson Coors Canada Inc. ("Exchangeable Shares"), a subsidiary of Molson Coors Brewing Company ("Molson Coors"), and Pentland's rights under the Forward Agreement. Pentland's obligations under the Forward Agreement were secured by a subordinate pledge to Buyer of the 321,000 Exchangeable Shares. The Exchangeable Shares are exchangeable at the option of the holder for Class B common stock of Molson Coors ("Class B Shares") on a one-for-one basis.
- [F3]On September 11, 2017, Pentland and Buyer entered into a letter agreement (the "Early Termination Agreement") which provides for the early termination and cash settlement of the Forward and the Forward Agreement in consideration for the payment by Pentland to Buyer of an amount to be calculated pursuant to the Early Termination Agreement. In addition, on or about September 15, 2017, Pentland will repay the Loan in full. In order to finance the payments required to be made by Pentland pursuant to the Early Termination Agreement and the repayment of the Loan, Pentland will enter into another loan agreement with Bank pursuant to which Bank will agree to make a loan to Pentland in the principal amount of approximately US$23 million, which loan will be secured by a senior pledge to Bank of 321,000 Exchangeable Shares.
Documents
Issuer
MOLSON COORS BREWING CO
CIK 0000024545
Entity typeother
IncorporatedAlberta, Canada
Related Parties
1- filerCIK 0001317150
Filing Metadata
- Form type
- 4
- Filed
- Sep 12, 8:00 PM ET
- Accepted
- Sep 13, 5:14 PM ET
- Size
- 7.9 KB