Current Report Filing (8-k)
March 11 2021 - 9:07AM
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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): March 11, 2021
MOLSON COORS BEVERAGE COMPANY
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-14829
Delaware
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84-0178360
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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P.O. Box 4030, NH353, Golden, Colorado 80401
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:
¨ 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
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Trading symbols
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01
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TAP.A
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New York Stock Exchange
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Class B Common Stock, par value $0.01
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TAP
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New York Stock Exchange
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1.25% Senior Notes due 2024
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TAP
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New York Stock Exchange
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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 8.01. Other Events.
On March 11, 2021, Molson Coors Beverage
Company (the “Company”) announced that it experienced a systems outage that was caused by a cybersecurity incident.
The Company has engaged leading forensic information technology firms and legal counsel to assist the Company’s investigation
into the incident and the Company is working around the clock to get its systems back up as quickly as possible.
Although the Company is actively managing
this cybersecurity incident, it has caused and may continue to cause a delay or disruption to parts of the Company’s business,
including its brewery operations, production, and shipments. In addition to the other information set forth in this report, one
should carefully consider the discussion on the risks and uncertainties that cybersecurity incidents and operational disruptions
to key facilities may have on the Company, its business and financial results contained in Part I, “Item 1A. Risk Factors”
in its 2020 Annual Report on Form 10-K, filed with the SEC on February 11, 2021.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. From time to time, the Company may also provide oral or written forward-looking statements
in other materials the Company releases to the public. Such forward-looking statements are subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995.
Statements that refer to future events
or circumstances are forward-looking statements, and include, but are not limited to, the Company’s expectations regarding
the cybersecurity incident. In addition, statements that the Company makes in this Current Report on Form 8-K that are not statements
of historical fact may also be forward-looking statements. Words such as “expects,” “intend,” “goals,”
“plans,” “believes,” “continues,” “may,” “anticipate,” “seek,”
“estimate,” “outlook,” “trends,” “future benefits,” “potential,” “projects,”
“strategies,” and variations of such words and similar expressions are intended to identify forward-looking statements.
Forward-looking statements are subject
to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and
unfavorably). These risks and uncertainties include, but are not limited to, the ongoing assessment of the cybersecurity incident,
material legal, financial and reputational risks resulting from a breach of our information systems, operational disruptions to
key facilities due to the cybersecurity incident, and our reliance on third party service providers and internal and outsourced
systems as further described in Part I—Item 1A “Risk Factors”, the other factors discussed in Part I—Item
1A “Risk Factors” and elsewhere in the Company’s 2020 Annual Report on Form 10-K, filed with the SEC on February
11, 2021, and those described from time to time in the Company’s past and future reports filed with the SEC. Caution should
be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date
when made and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information,
future events or otherwise.
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.
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MOLSON COORS BEVERAGE COMPANY
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Date:
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March 11, 2021
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By:
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/s/ E. Lee Reichert
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E. Lee Reichert
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Chief Legal & Government Affairs Officer and Secretary
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