Form of Convertible Note Term Sheet



 Exhibit 10.7 
 PROJECT KITKAT 
 Convertible Bond 

€500 Million Zero-Coupon Senior Unsecured Convertible Bond Due 2013 

Summary of Indicative Principal Terms of the Bond 
  


			
	Bond	  	€500,000,000 Zero-Coupon Senior Unsecured Convertible Bond due 2013 (the Bond).
		
	Issuer	  	Molson Coors Holdco, Inc., a Delaware corporation (the Issuer).
		
	Guarantor	  	Molson Coors Brewing Company, a Delaware corporation (the Parent).
		
	Holder	  	Starbev L.P., a Jersey Limited Partnership (the Holder).
		
	Issue Date	  	The Bond will be issued on the closing date of the Transaction (the Closing Date).
		
	 Final Maturity

Date
	  	Unless previously redeemed or purchased and cancelled, the Bond will be redeemed by the issuer on December 31, 2013 (the Final Maturity Date), for the greater of
(i) the principal amount of the Bond and (ii) the Notional Share Value Amount (as defined below) on the Final Maturity Date.
		
	 Notional Share

Value Amount
	  	The aggregate Notional Cash Value of the Notional Initial Number of Shares.
		
	 Notional Initial

Number of Shares
	  	Shall be 12,894,044 shares of Parent Class B Common Stock (adjusted for the conversion price adjustment provisions as per the Parent’s convertible bond issue issued pursuant
to a prospectus dated June 11, 2007 (the Parent’s Convertible)).
		
	 Notional Cash

Value
	  	On any given date, means the average volume weighted market price per share of the Parent’s Class B Common Stock for the 5 Trading Days ending on the date prior
thereto.
		
	Exchange Rate	  	Except as provided below, at any time the Bond calls for a conversion between US dollars and Euros, the exchange rate shall be the average of the closing exchange rates quoted by
Bloomberg on each of the previous 5 Trading Days prior to the day such calculation is made.
		
	 Redemption

Exchange Rate
	  	The closing exchange rates quoted by Bloomberg for each Trading Day used to calculate the Redemption Parity Value (as defined below) at any given time.
		
	 Parent Class B

Common Stock
	  	The Parent’s Class B Common Stock listed on the NYSE.
		
	Signing Date	  	The execution date of the Share Purchase Agreement.
		
	Trading Day	  	A day the New York Stock Exchange is open for trading.









			
	 Conversion

Premium
	  	115%
		
	 Initial Conversion

Price
	  	US$51.6789
		
	 Parent’s Canadian
 Bonds
	  	CAD$500 million 3.95% Series A Notes due 2017.
		
	 First Redemption

Date
	  	The earlier of (i) the date 30 days after the Parent announcing its 2012 annual financial results and (ii) March 31, 2013. The Bond may not be redeemed or prepaid prior to the
First Redemption Date.
		
	Conversion Period	  	From and including the First Redemption Date to and including December 19, 2013.
		
	 Form and

Denomination
	  	The Bond will be a definitive bond registered in the name of the Holder.
		
	Interest	  	The Bond will be a zero coupon bond and will not pay interest.
		
	Status of the Bond	  	The Bond will be a senior, direct, unconditional, unsubordinated and unsecured obligation of the Issuer and amounts owed under it shall rank pari passu and rateably without any
preference among themselves and equally with all other existing and future unsecured and unsubordinated obligations of the Issuer but, in the event of a bankruptcy or winding-up, save for such obligations that may be preferred by provisions of law
that are mandatory and of general application.
		
	 Status of the

Guarantee
	  	The Guarantee will be a direct, unconditional, unsubordinated and unsecured obligation of the Parent and amounts owed under it shall rank pari passu and rateably without any
preference among themselves and equally with all other existing and future unsecured and unsubordinated obligations of the Parent but, in the event of a bankruptcy or winding-up, save for such obligations that may be preferred by provisions of law
that are mandatory and of general application.
		
	Holder Put Right	  	The Bond shall entitle the Holder, subject to the Payment Reduction section below, by delivering a notice of exercise (the Put Notice) of its Put Right to require
the Issuer to redeem the Bond during the Conversion Period (the Put Right) for cash in euro in an amount equal to the greater of (i) the principal amount of the Bond and (ii) the Notional Share Value Amount (calculated and using the
Exchange Rate as at the date of the Put Notice (the Put Exercise Date)). Notwithstanding the Final Maturity Date, amounts payable in cash shall only be due 20 days following receipt of the Put Notice and any Parent Class B Common Stock
issued pursuant to the Partial Share Settlement (as defined below) shall be settled on the fifth Trading Day following the Put Exercise Date.


  
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	 Partial Share

Settlement Option
	  	Upon receipt by the Issuer of a Put Notice or at the Final Maturity Date, the Issuer shall have the right to deliver to the Holder in lieu of a portion of the cash otherwise
deliverable on exercise of the Put Right or on the Final Maturity Date that number of shares of Parent Class B Common Stock equal to the Partial Share Settlement Amount (a Partial Share Settlement). The Partial Share Settlement
Amount shall be determined by dividing the Upside Amount by the Notional Cash Value. The Upside Amount means the positive difference, if any, of (i) the Notional Share Value Amount (as calculated above) over (ii) the principal
amount of the Bond.
		
	 Parent Class B

Common Stock
	  	Parent Class B Common Stock issued pursuant to a Partial Share Settlement will rank pari passu with the fully paid and non-assessable Parent Class B Common Stock in issue on the Put
Notice Date, save for any right excluded by mandatory provisions of applicable law and except that they will not rank for (or, as the case may be, the Holder will not be entitled to receive) any rights, distributions or payments where the record
date or other due date for the establishment of entitlement falls prior to the date of issuance of such Parent Class B Common Stock to the Holder.
		
	 Optional

Redemption by the

Issuer
	  	The Issuer may redeem all but not only some of the Bond at the principal amount at any time on or after the First Redemption Date, if the parity value of the Notional Initial Number
of Shares on each of not less than 20 Trading Days in any period of 30 consecutive Trading Days ending not earlier than 15 days prior to the giving of the relevant optional redemption notice (the Redemption Parity Value), calculated
using the Redemption Exchange Rate exceeds 140 percent of the Principal Amount of the Bond on such Trading Day. Where the Issuer exercises this option, the Issuer shall pay the principal amount of the Bond in cash in euro with the remainder paid, at
the Issuer’s option, either in (i) Parent Class B Common Stock, the number of Parent Class B Common Stock calculated pursuant to the Notional Cash Value the day prior to the exercise of the Issuer’s optional redemption, or (ii) cash in
euro.
		
	 Cross Acceleration

or Cross Default
	  	The Bond shall contain a cross acceleration provision if the repayment of any indebtedness for borrowed money owing by the Parent, the Issuer or any of the Parent’s significant
subsidiaries (as defined in Regulation S-X) is accelerated by reason of the failure to perform any covenant or agreement


  
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		  	applicable to such indebtedness which acceleration has not been rescinded or annulled, and a cross default provision if the Parent, the Issuer or any of the Parent’s
significant subsidiaries (as defined in Regulation S-X) defaults in respect of any payment of any indebtedness for borrowed money (subject to the lapse of any applicable grace period), in each case where the principal amount of such indebtedness
exceeds the equivalent in the relevant currency of US$50,000,000.
		
	 Other Events of

Default and
 adjustment

provisions
	  	The Bond shall contain the events of default substantially consistent with the type set forth in the Parent’s Canadian Bonds and conversion price adjustment provisions
substantially consistent with the type set forth in the Parent’s Convertible.
		
	 Registration Rights
 Agreement
	  	The Issuer and the Holder shall enter into a customary registration rights agreement for the registration and re-sale of any Parent Class B Common Stock issued in connection with
a Partial Shares Settlement or Optional Redemption by the Issuer.
		
	Governing Law	  	The Bond and the Registration Rights Agreement shall be governed by New York law.
		
	Listing	  	None.
		
	Transferability	  	The Holder shall not be entitled to transfer the Bond.
		
	Payment Reduction	  	Offset to be consistent with Set-Off provision in the share purchase agreement dated 3 April 2012 between Starbev L.P., Molson Coors Holdco – 2 Inc. and Molson Coors Brewing
Company relating to the sale and purchase of the entire issued share capital of Starbev Holdings S.à r.l. (the Share Purchase Agreement) and the Management Warranty Deed (as such term is defined in the Share Purchase Agreement).
The Issuer may withhold an amount of Principal up to the amount of the damages claimed by the Purchaser (the Reduction Amount) in accordance with the Set-Off provision. Any Reduction Amount shall become payable promptly only after
final resolution in accordance with the terms and conditions of the Share Purchase Agreement or the Management Warranty Deed, as applicable.
		
	 Dividend Threshold

Amount
	  	Means $0.32 per share of Parent Class B Common Stock per Quarter, subject to adjustment provisions substantially consistent with the type set forth in the Parent’s
Convertible.


  
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	 Conversion rate

adjustment table
	  	The conversion rate adjustment table set out in the Appendix sets forth the number of additional Parent Class B Common Stock to be received by the Holder for conversions in
connection with a qualifying fundamental change, as defined in the Parent’s Convertible.
		
	 Additional

Provisions
	  	The Bond shall also contain a guaranty and a merger and consolidation covenant with respect to the Parent based on the merger and consolidation covenant included in the
Parent’s Convertible.


  
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 Appendix 
 Make Whole Table (Number of Additional Parent Class B Common Stock Delivered) 
 Stock Price of Parent Class B Common Stock on a qualifying fundamental change 
  

																																																									
	 Qualifying

Fundamental
 Change

Date
	 	€33.72	 	 	€35.64	 	 	€37.52	 	 	€39.39	 	 	€41.27	 	 	€43.15	 	 	€45.02	 	 	€46.90	 	 	€48.77	 	 	€50.65	 	 	€52.52	 	 	€54.29	 	 	€56.28	 	 	€58.15	 
	 06/30/2012
	 	 	1,934,105	  	 	 	1,511,411	  	 	 	989,710	  	 	 	652,303	  	 	 	405,545	  	 	 	234,147	  	 	 	122,970	  	 	 	58,047	  	 	 	25,393	  	 	 	10,994	  	 	 	3,845	  	 	 	903	  	 	 	16	  	 	 	4	  
	 09/30/2012
	 	 	1,934,105	  	 	 	1,422,986	  	 	 	967,602	  	 	 	625,161	  	 	 	378,597	  	 	 	211,458	  	 	 	106,064	  	 	 	47,085	  	 	 	19,504	  	 	 	7,742	  	 	 	2,317	  	 	 	336	  	 	 	2	  	 	 	0	  
	 12/31/2012
	 	 	1,934,105	  	 	 	1,398,765	  	 	 	930,362	  	 	 	584,246	  	 	 	341,155	  	 	 	181,217	  	 	 	84,853	  	 	 	34,392	  	 	 	13,348	  	 	 	4,592	  	 	 	1,018	  	 	 	0	  	 	 	0	  	 	 	0	  
	 03/31/2013
	 	 	1,934,105	  	 	 	1,355,700	  	 	 	876,074	  	 	 	529,438	  	 	 	293,415	  	 	 	145,226	  	 	 	61,909	  	 	 	22,423	  	 	 	8,037	  	 	 	2,223	  	 	 	251	  	 	 	0	  	 	 	0	  	 	 	0	  
	 06/30/2013
	 	 	1,934,105	  	 	 	1,294,603	  	 	 	800,299	  	 	 	453,473	  	 	 	229,903	  	 	 	100,494	  	 	 	35,874	  	 	 	11,100	  	 	 	3,163	  	 	 	446	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
	 09/30/2013
	 	 	1,934,105	  	 	 	1,208,343	  	 	 	681,135	  	 	 	333,296	  	 	 	136,110	  	 	 	43,056	  	 	 	9,833	  	 	 	2,112	  	 	 	123	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
	 12/31/2013
	 	 	1,934,105	  	 	 	1,134,385	  	 	 	432,964	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  

 The exact stock prices and effective dates may not be set forth in the table above, in which case if the stock price is:

 (i) between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional
shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; 

(ii) in excess of €58.15 per share (subject to adjustment), no increase in the conversion rate will be made; and 

(iii) less than €33.72 per share (subject to adjustment), no increase in the conversion rate will be made.