TAP Molson Coors Beverage Co - 8-K

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).

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Cover Page Interactive Data File (embedded within the Inline XBRL document).