UNDERWRITING AGREEMENT Dated April 26, 2012 among MOLSON COORS BREWING COMPANY (Fully and Unconditionally Guaranteed by Certain Subsidiaries of Molson Coors Brewing Company) and MORGAN STANLEY & CO. LLC and DEUTSCHE BANK SECURITIES INC.Underwriting Agreement • May 2nd, 2012 • Molson Coors Brewing Co • Malt beverages • New York
The Securities are being offered and sold in connection with the Company’s proposed acquisition (the “Acquisition”) of all of the issued and outstanding share capital of Starbev Holdings S.á r.l., a company incorporated in the Grand Duchy of Luxembourg (the “Target”), pursuant to an Agreement, dated as of April 3, 2012 (the “Purchase Agreement”), among the Company, as the purchaser guarantor, Molson Coors Holdco – 2 Inc., as the purchaser, and Starbev GP Limited, acting as general partner for and on behalf of Starbev L.P. (the “Seller”). References herein to subsidiaries of the Company shall give effect to the Acquisition.
