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  4. [8-K] MOLSON COORS BEVERAGE CO Reports Material Event

Molson Coors (NYSE: TAP) sells $1.5B and C$500M senior notes

Filing Impact
(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Molson Coors Beverage Company has issued new long-term debt in both U.S. and Canadian markets. The company completed a U.S. dollar offering of $500 million 4.900% Senior Notes due 2031 and $1 billion 5.500% Senior Notes due 2036, all senior unsecured and guaranteed by key subsidiaries. Its subsidiary Molson Coors International LP also issued C$500 million of 4.300% Senior Notes due 2033 in a Canadian private placement to non-U.S. investors.

Net proceeds from these concurrent offerings were about $1,846 million, and are earmarked for general corporate purposes, including repayment of the $2.0 billion 3.00% Senior Notes due 2026 and the C$500 million 3.44% Senior Notes due 2026. The notes include optional redemption features, customary covenants limiting additional secured debt and certain transactions, and standard events of default.

Positive

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Insights

Molson Coors refinances 2026 debt with staggered long-term notes.

Molson Coors is locking in new long-term funding by issuing $500 million 4.900% notes due 2031, $1 billion 5.500% notes due 2036, and C$500 million 4.300% notes due 2033. All are senior unsecured with guarantees from major subsidiaries.

Net proceeds of about $1,846 million are intended for general corporate purposes, including repayment of existing $2.0 billion 3.00% notes due 2026 and C$500 million 3.44% notes due 2026. This shifts upcoming maturities further out while potentially increasing interest cost versus the 3.00% and 3.44% debt being refinanced.

The indentures introduce typical limits on secured borrowing, sale-leasebacks, and major asset transfers, plus optional redemption rights. Actual balance-sheet impact will depend on the timing and scale of repayments of the 2026 maturities as disclosed in future filings.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
U.S. 2031 notes $500 million 4.900% Senior Notes Aggregate principal amount due 2031
U.S. 2036 notes $1 billion 5.500% Senior Notes Aggregate principal amount due 2036
CAD 2033 notes C$500 million 4.300% Senior Notes Aggregate principal amount due 2033
Net proceeds $1,846 million Net from concurrent offerings using $1.00 = C$1.3746
Existing USD notes to repay $2.0 billion 3.00% Senior Notes Maturing in 2026 to be repaid
Existing CAD notes to repay C$500 million 3.44% Senior Notes Maturing in 2026 to be repaid
Interest payment dates January 8 and July 8 Semi-annual interest payments starting January 8, 2027
senior notes financial
"issued $1.5 billion aggregate principal amount of U.S. dollar-denominated senior notes"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The U.S. Notes were issued pursuant to a base indenture, dated as of May 29, 2024"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
automatic shelf registration statement regulatory
"registered under the Securities Act of 1933 ... pursuant to an automatic shelf registration statement"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
Regulation S regulatory
"sold outside the United States to non-U.S. persons in reliance on Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
pari passu financial
"will rank pari passu with all other unsubordinated debt of the Company and the U.S. Guarantors"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
events of default financial
"The Indentures also provide for customary events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Understanding 8-K Material Events →
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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 27, 2026

 

MOLSON COORS BEVERAGE COMPANY

(Exact name of registrant as specified in its charter)

 

Commission File Number: 001-14829

 

Delaware 84-0178360
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

P.O. Box 4030, BC555, Golden, Colorado , USA 80401

111 Boulevard Robert-Bourassa, 9th Floor, Montréal, Québec, Canada, H3C 2M1

(Address of principal executive offices, including zip code)

 

(303) 279-6565 / (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:

 

Title of each class Trading Symbols Name of each exchange on which registered
Class A Common Stock, par value $0.01 TAP.A New York Stock Exchange
Class B Common Stock, par value $0.01 TAP New York Stock Exchange
3.800% Senior Notes due 2032 TAP 32 New York Stock Exchange

 

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.

 

U.S. Offering

 

On May 27, 2026, Molson Coors Beverage Company (the “Company”) issued $1.5 billion aggregate principal amount of U.S. dollar-denominated senior notes, consisting of $500 million aggregate principal amount of 4.900% Senior Notes due 2031 (the “2031 Notes”) and $1 billion aggregate principal amount of 5.500% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “U.S. Notes”) pursuant to a previously announced underwritten public offering (the “U.S. Offering”). The U.S. Notes were issued pursuant to a base indenture, dated as of May 29, 2024 (the “U.S. Base Indenture”), as supplemented by the second supplemental indenture, dated as of May 27, 2026 (the “Second Supplemental Indenture” and, together with the U.S. Base Indenture, the “U.S. Indenture”), among the Company, the U.S. Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee. The U.S. Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an automatic shelf registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2024, on Form S-3ASR, File No. 333-277183. The terms of the U.S. Offering are described in the base prospectus, dated February 20, 2024, as supplemented by a final prospectus supplement, dated May 20, 2026. Copies of the U.S. Base Indenture and the Second Supplemental Indenture are filed as Exhibits 4.1 and 4.2 to this Form 8-K, respectively, and are incorporated by reference herein. The form of 2031 Notes and form of 2036 Notes are filed herewith as Exhibits 4.5 and 4.6, respectively, and are incorporated by reference herein.

 

CAD Offering

 

On May 27, 2026, Molson Coors International LP, a wholly-owned, indirect subsidiary of the Company (“MCILP”), issued C$500 million aggregate principal amount of Canadian dollar-denominated 4.300% Senior Notes due 2033 (the “CAD Notes” and, together with the U.S. Notes, the “Notes”) pursuant to a previously announced private placement offering in Canada (the “CAD Offering” and, together with the U.S. Offering, the “Concurrent Offerings”). The CAD Notes were issued pursuant to a base indenture, dated as of July 7, 2016 (the “CAD Base Indenture”), as supplemented or amended by the second supplemental indenture, dated as of August 19, 2016, the third supplemental indenture, dated as of September 30, 2016, the fourth supplemental indenture, dated as of October 11, 2016, the fifth supplemental indenture, dated as of January 11, 2018, the sixth supplemental indenture, dated as of August 31, 2020, and as further supplemented by the seventh supplemental indenture, dated as of May 27, 2026 (the “Seventh Supplemental Indenture” and, together with the CAD Base Indenture, the “CAD Indenture” and, together with the U.S. Indenture, the “Indentures”), among MCLIP, the CAD Guarantors (as defined below) and Computershare Trust Company of Canada, as trustee. The CAD Notes were sold outside the United States to non-U.S. persons in reliance on Regulation S on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws. Copies of the CAD Base Indenture and the Seventh Supplemental Indenture are filed as Exhibits 4.3 and 4.4 to this Form 8-K, respectively, and are incorporated by reference herein. The form of the CAD Notes is filed herewith as Exhibit 4.7 and is incorporated herein by reference.

 

The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The 2031 Notes bear interest at a rate of 4.900% per annum, and the 2036 Notes bear interest at a rate of 5.500% per annum. Interest on the U.S. Notes is payable in arrears on January 8 and July 8 of each year, beginning on January 8, 2027. The U.S. Notes are jointly and severally guaranteed on a full and unconditional senior unsecured basis initially by Coors Brewing Company, CBC Holdco 2 LLC, CBC Holdco LLC, Newco3, Inc., CBC Holdco 3, Inc., Molson Coors Beverage Company USA LLC, Molson Coors Holdco Inc., Coors Distributing Company LLC, Molson Coors USA LLC, MCILP and Molson Canada 2005 (all of which are wholly-owned directly or indirectly by the Company) (collectively, the “U.S. Guarantors”). The U.S. Notes and the related guarantees are senior unsecured obligations of the Company and the U.S. Guarantors and will rank pari passu with all other unsubordinated debt of the Company and the U.S. Guarantors and senior to all future subordinated debt of the Company and the Guarantors. The U.S. Notes will be structurally subordinated to all present and future debt and other obligations of the Company’s subsidiaries that are not U.S. Guarantors. The U.S. Notes and the related guarantees will be effectively junior to the current and future secured obligations of the Company and the U.S. Guarantors to the extent of the assets securing such obligations.

 

 

 

 

The CAD Notes bear interest at a rate of 4.300% per annum, payable in arrears on January 8 and July 8 of each year, beginning on January 8, 2027. The CAD Notes are jointly and severally guaranteed on a full and unconditional senior unsecured basis initially by the Company and Coors Brewing Company, CBC Holdco 2 LLC, CBC Holdco LLC, Newco3, Inc., CBC Holdco 3, Inc., Molson Coors Beverage Company USA LLC, Molson Coors Holdco Inc., Coors Distributing Company LLC, Molson Coors USA LLC and Molson Canada 2005 (all of which are wholly-owned directly or indirectly by the Company) (collectively, the “CAD Guarantors”). The CAD Notes and the related guarantees are senior unsecured obligations of MCILP and the CAD Guarantors and will rank pari passu with all other unsubordinated debt of MCILP and the CAD Guarantors and senior to all future subordinated debt of MCILP and the CAD Guarantors. The CAD Notes will be structurally subordinated to all present and future debt and other obligations of the MCILP’s subsidiaries that are not CAD Guarantors. The CAD Notes and the related guarantees will be effectively junior to the current and future secured obligations of the MCILP and the MCILP and the CAD Guarantors to the extent of the assets securing such obligations.

 

The net proceeds from the Concurrent Offerings, after deducting estimated fees and expenses and the underwriters’ discounts and commissions, were approximately $1,846 million (using the spot exchange rate published by Bloomberg for May 20, 2026, which was $1.00 = C$1.3746). The net proceeds of the Concurrent Offerings will be used for general corporate purposes, including the repayment of the $2.0 billion 3.00% Senior Notes due 2026 and the C$500 million 3.44% Senior Notes due 2026.

 

The Company may, at its option, redeem the U.S. Notes, and MCILP may, at its option, redeem the CAD Notes, in whole or in part, at any time and from time to time, at the applicable redemption price set forth in the applicable Indenture. 

 

The terms of the Indentures will, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur additional secured indebtedness, (ii) enter into certain sale and leaseback transactions and (iii) merge, sell, convey, transfer or lease substantially all of their assets. These covenants are subject to a number of important limitations and exceptions that are described in the Indentures. The Indentures also provide for customary events of default (subject in certain cases to customary grace and cure periods).

 

The foregoing description of the material terms of the Indentures are a summary only, do not purport to be complete, and are qualified by reference to the U.S. Base Indenture, the Second Supplemental Indenture, the CAD Base Indenture and the Seventh Supplemental Indenture, respectively, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		   Document Description
4.1   Indenture, dated as of May 29, 2024, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 29, 2024).
4.2   Second Supplemental Indenture, dated as of May 27, 2026, among Molson Coors Beverage Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, as trustee.
4.3   Indenture, dated as of July 7, 2016, by and among Molson Coors International LP, Molson Coors Beverage Company, as parent, the subsidiary guarantors named therein and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2016).
4.4   Seventh Supplemental Indenture, dated as of May 27, 2026, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee.
4.5   Form of 4.900% Senior Notes due 2031 (included in Exhibit 4.2).
4.6   Form of 5.500% Senior Notes due 2036 (included in Exhibit 4.2).
4.7   Form of 4.300% Senior Notes due 2033 (included in Exhibit 4.4).
5.1   Opinion of Kirkland & Ellis LLP.
5.2   Opinion of Perkins Coie LLP.
5.3   Opinion of McCarthy Tetrault LLP.
23.1   Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1).
23.2   Consent of Perkins Coie LLP (included as part of Exhibit 5.2).
23.3   Consent of McCarthy Tetrault LLP (included as part of Exhibit 5.3).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

      MOLSON COORS BEVERAGE COMPANY
       
Date: May 27, 2026 By: /s/ Natalie G. Maciolek
      Natalie G. Maciolek
      Chief Legal, Communications & Government Affairs Officer and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What new notes did Molson Coors (TAP) issue in this 8-K?

Molson Coors issued $500 million 4.900% Senior Notes due 2031, $1 billion 5.500% Senior Notes due 2036, and C$500 million 4.300% Senior Notes due 2033. All are senior unsecured and guaranteed by key subsidiaries, providing staggered long-term financing in U.S. and Canadian markets.

How much cash did Molson Coors (TAP) raise from the concurrent offerings?

Net proceeds were approximately $1,846 million, using a Bloomberg spot exchange rate of $1.00 = C$1.3746 on May 20, 2026. This figure reflects deductions for estimated fees, expenses, and underwriters’ discounts and commissions from both the U.S. and Canadian note offerings.

How will Molson Coors (TAP) use the proceeds from the new notes?

The company plans to use net proceeds for general corporate purposes, including repayment of its $2.0 billion 3.00% Senior Notes due 2026 and C$500 million 3.44% Senior Notes due 2026. This effectively refinances near-term maturities with longer-dated obligations at higher coupon rates.

What are the interest rates and maturities on Molson Coors’ new debt?

The new 2031 U.S. notes carry a 4.900% coupon, the 2036 U.S. notes carry 5.500%, and the 2033 Canadian notes carry 4.300%. Interest is payable semi-annually on January 8 and July 8 each year, starting January 8, 2027, until the respective maturities.

Who guarantees Molson Coors’ new U.S. and Canadian notes?

The U.S. notes are guaranteed on a senior unsecured basis by Molson Coors and specified wholly owned subsidiaries, defined as U.S. Guarantors. The Canadian notes are senior unsecured obligations of Molson Coors International LP, guaranteed by Molson Coors and similar subsidiaries, defined as CAD Guarantors.

What key covenants apply to the new Molson Coors (TAP) notes?

The indentures limit the ability to incur additional secured indebtedness, enter certain sale and leaseback transactions, or merge, sell, convey, transfer, or lease substantially all assets. They also include customary events of default with associated grace and cure periods for Molson Coors and guarantor entities.

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