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): September 29, 2010


(Exact name of registrant as specified in its charter)


Commission File Number: 1-14829





(State or other jurisdiction
of incorporation)


(IRS Employer
Identification No.)


1225 17th Street, Suite 3200, Denver, Colorado 80202
1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5
(Address of principal executive offices, including zip code)


(303) 927-2337 / (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:


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01 Regulation FD Disclosure


Molson Coors Brewing Company (the “Company”) intends to offer up to Cdn$500 million of senior notes due 2017 to certain Canadian accredited investors on a private placement basis.  The notes are expected to be issued by a subsidiary of the Company and would be pari pasu with the Company’s other outstanding notes and its credit facility.  The Company expects to use the proceeds to refinance a portion of its current debt and for general corporate purposes which may, in part, include payments to fund pension obligations. The offering is subject to market and other customary conditions.  There can be no assurances that the private placement will be consummated.


The notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This filing shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of the securities mentioned in this filing in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.




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.










Date: September 29, 2010


/s/ Samuel D. Walker



Samuel D. Walker



Chief Legal Officer