Molson Coors Brewing Company

424B5http://www.oblible.com 1 a2229065z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-209123 CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered Registered per Note Offering Price Registration Fee(1) 1.450% Senior Notes due 2019 $500,000,000 99.950% $499,750,000 $50,324.83 2.100% Senior Notes due 2021 $1,000,000,000 99.962% $999,620,000 $100,661.74 3.000% Senior Notes due 2026 $2,000,000,000 99.845% $1,996,900,000 $201,087.83 4.200% Senior Notes due 2046 $1,800,000,000 99.357% $1,788,426,000 $180,094.50 Guarantees related to the Senior Notes N/A N/A N/A N/A (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. Table of Contents PROSPECTUS SUPPLEMENT (To Prospectus dated January 26, 2016) $5,300,000,000 Molson Coors Brewing Company $500,000,000 1.450% Senior Notes due 2019 $1,000,000,000 2.100% Senior Notes due 2021 $2,000,000,000 3.000% Senior Notes due 2026 $1,800,000,000 4.200% Senior Notes due 2046 Molson Coors Brewing Company is offering $500,000,000 aggregate principal amount of 1.450% Senior Notes due 2019, $1,000,000,000 aggregate principal amount of 2.100% Senior Notes due 2021, $2,000,000,000 aggregate principal amount of 3.000% Senior Notes due 2026 and $1,800,000,000 aggregate principal amount of 4.200% Senior Notes due 2046, which we refer to together as the "notes." Interest on the notes is payable on January 15 and July 15 of each year, commencing on January 15, 2017. The notes due 2019 will mature on July 15, 2019, the notes due 2021 will mature on July 15, 2021, the notes due 2026 will mature on July 15, 2026 and the notes due 2046 will mature on July 15, 2046. Unless the context otherwise indicates, references in this prospectus supplement to "Molson Coors," "MCBC," the "Company," "we," "us" and "our" are to Molson Coors Brewing Company and its subsidiaries. We may redeem some or all of each series of the notes at the times and at the applicable prices discussed under "Description of the Notes—Optional Redemption." As described under "Description of the Notes—Repurchase Upon Change of Control Triggering Event," if a Change of Control Triggering Event (as defined in "Description of the Notes—Repurchase Upon Change of Control Triggering Event") occurs with respect to a particular series of notes, we will be required to make an offer to purchase the notes of such series from holders at a purchase price equal to 101% of the aggregate principal amount of the notes purchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase, unless we have previously exercised our right to redeem the notes of such series. https://www.sec.gov/Archives/edgar/data/24545/000104746916014085/a2229065z424b5.htm[6/30/2016 11:34:19 AM] If the Acquisition (as defined below) has not occurred on or prior to November 11, 2016 (or, if pursuant to the Purchase Agreement (as defined below) the Termination Date (as defined therein)http://www.oblible.com is automatically extended, the date (not later than 18 months after November 11, 2015) to which the Termination Date is so extended) or if, prior to such date, we notify the Trustee (as defined below) in writing that we will not pursue the Acquisition, the notes will be subject to special mandatory redemption. The special mandatory redemption price will be equal to 101% of the aggregate principal amount of the applicable series of notes, plus accrued and unpaid interest, if any, from the issue date of such notes, up to, but excluding, the date of such special mandatory redemption. See "Description of the Notes—Special Mandatory Redemption." Investing in the notes involves risks. See "Risk Factors" beginning on page S-13 for a discussion of certain risks that should be considered in connection with an investment in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Underwriting Public offering discounts and Proceeds to us, commissions before expenses price(1) Per note due 2019 99.950% 0.250% 99.700% Total $499,750,000 $1,250,000 $498,500,000 Per note due 2021 99.962% 0.350% 99.612% Total $999,620,000 $3,500,000 $996,120,000 Per note due 2026 99.845% 0.450% 99.395% Total $1,996,900,000 $9,000,000 $1,987,900,000 Per note due 2046 99.357% 0.875% 98.482% Total $1,788,426,000 $15,750,000 $1,772,676,000 (1) Plus accrued interest, if any, from July 7, 2016, if settlement occurs after that date. The notes will be issued only in fully registered form, without coupons, and in minimum denominations of $2,000 principal amount and integral multiples of $1,000 above that amount. The notes will not be listed on any securities exchange. There is currently no public market for the notes. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about July 7, 2016. Joint Book-Running Managers BofA Merrill Lynch Citigroup UBS Investment Bank BMO Capital Markets MUFG RBC Capital Markets Wells Fargo Securities Co-Managers Lloyds Securities The Williams Capital Group, L.P. The date of this prospectus supplement is June 28, 2016. Table of Contents TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii MARKET AND INDUSTRY DATA S-ii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS S-iii SUMMARY S-1 RISK FACTORS S-13 RATIO OF EARNINGS TO FIXED CHARGES S-22 USE OF PROCEEDS S-23 CAPITALIZATION S-24 DESCRIPTION OF THE NOTES S-25 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS S-44 UNDERWRITING S-49 LEGAL MATTERS S-53 EXPERTS S-53 https://www.sec.gov/Archives/edgar/data/24545/000104746916014085/a2229065z424b5.htm[6/30/2016 11:34:19 AM] WHERE YOU CAN FIND MORE INFORMATION S-54 INFORMATION INCORPORATED BY REFERENCE S-54 Prospectus ABOUT THIS PROSPECTUS i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii RISK FACTORS 1 OUR COMPANY 1 RATIO OF EARNINGS TO FIXED CHARGES 2 USE OF PROCEEDS 2 DESCRIPTION OF CAPITAL STOCK 3 DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES 10 DESCRIPTION OF THE DEPOSITARY SHARES 11 DESCRIPTION OF WARRANTS 14 DESCRIPTION OF PURCHASE CONTRACTS 16 DESCRIPTION OF UNITS 17 PLAN OF DISTRIBUTION 18 WHERE YOU CAN FIND MORE INFORMATION 20 INFORMATION INCORPORATED BY REFERENCE 20 LEGAL MATTERS 21 EXPERTS 21 Neither we nor the underwriters have authorized any other person to provide you with information different from that contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus or in any free writing prospectus that we may provide to you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give. We and the underwriters are offering to sell and are seeking offers to buy our notes only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus is accurate only as of the date such information is presented regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of our notes. Our business, financial condition, results of operations and prospects may have changed since such date. S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also adds to and updates information contained in the accompanying prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information. Generally, when we refer to this prospectus, we are referring to both parts of this combined document. To the extent there is a conflict between the information contained in the accompanying prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus or this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. As permitted by the rules and regulations of the Securities and Exchange Commission ("SEC"), the registration statement of which the accompanying prospectus forms a part includes additional information not contained in the accompanying prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC's website or at the SEC's offices described below under the heading "Where You Can Find More Information." You should read this prospectus supplement along with the accompanying prospectus and the documents incorporated by reference carefully before you decide whether to invest.

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