Davis Polk advised the representatives of the several underwriters in connection with an SEC-registered offering by Molson Coors Brewing Company (“Molson Coors”) of (i) $500 million aggregate principal amount of its 1.450% senior notes due 2019, (ii) $1.0 billion aggregate principal amount of its 2.100% senior notes due 2021, (iii) $2.0 billion aggregate principal amount of its 3.000% senior notes due 2026 and (iv) $1.8 billion aggregate principal amount of its 4.200% senior notes due 2046. The U.S. dollar-denominated notes are guaranteed by certain subsidiaries of Molson Coors.

Davis Polk also advised the representatives of the several underwriters in connection with an SEC-registered offering by Molson Coors of €800 million aggregate principal amount of its 1.250% senior notes due 2024. The euro-denominated notes are guaranteed by certain subsidiaries of Molson Coors.

Davis Polk also acted as special U.S. counsel to the representatives of the several initial purchasers in connection with an unregistered offering by Molson Coors International LP (“MCI”) of (i) CAD$500 million aggregate principal amount of its 2.84% senior notes due 2023 and (ii) CAD$500 million aggregate principal amount of its 3.44% senior notes due 2026. The Canadian dollar-denominated notes are guaranteed by Molson Coors and certain of its subsidiaries.

The aggregate net proceeds from the offerings were approximately $7.0 billion, which Molson Coors intends to use to partially fund its acquisition from Anheuser-Busch InBev SA/NV of SABMiller plc’s interest in MillerCoors LLC and all other assets primarily related to the Miller brand outside the United States and Puerto Rico.

Molson Coors Brewing Company is one of the world’s largest brewers and has a diverse portfolio of owned and partner brands, including core brands Carling, Coors Light, Molson Canadian and Staropramen, as well as craft and specialty beers such as Blue Moon, Creemore Springs, Cobra and Doom Bar.

The Davis Polk capital markets team included partner Michael Kaplan and associates Christopher M. Bezeg and Eugene Baek. Partner Rachel D. Kleinberg and associate Caroline E. Dayton provided tax advice. Counsel David A. Zilberberg and associate Michael Comstock provided environmental advice. Partner Pritesh P. Shah and associate Arjun Ravi provided intellectual property and technology advice. Members of the Davis Polk team are based in the New York and Northern California offices.

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