On January 5, 2021, Constellation and Gallo completed Gallo’s acquisition of a portion of Constellation’s wine and spirits portfolio, described in Constellation’s Current Report on Form 8-K dated May 22, 2020, filed with the United States Securities and Exchange Commission on May 29, 2020, and principally consisting of brands priced at $11.00 retail and below, including certain related facilities located in California, New York, and Washington State (the “Wine and Spirits Transaction”). The aggregate transaction price for the assets sold in the Wine and Spirits Transaction was approximately $810 million, consisting of (i) $560 million in cash paid at closing, which amount is subject to certain post-closing adjustments plus (ii) the opportunity for Constellation to receive up to $250 million in aggregate incremental contingent consideration payments if the acquired brands meet certain brand performance targets over a two-year period following the January 5, 2021, completion of the Wine and Spirits Transaction. Also on January 5, 2021, Constellation announced the completion by Constellation of its previously disclosed separate but related sale to Gallo of the Nobilo wine brand and certain related assets and liabilities, as previously described in Constellation’s Current Report on Form 8-K dated June 22, 2020, filed with the United States Securities and Exchange Commission on June 25, 2020 (the “Nobilo Transaction”). The aggregate transaction price for the assets sold in the Nobilo Transaction was approximately $130 million in cash paid at closing, which amount is subject to certain post-closing adjustments. Additionally on January 5, 2021, Constellation announced the completion of its previously disclosed sale to Vie-Del Company of certain brands used in Constellation Brands U.S. Operations, Inc.’s (“CBUSO”) concentrates and high-color concentrates business, and certain related intellectual property, inventory, goodwill, interests in certain contracts, assets, and liabilities, described in Constellation’s Current Report on Form 8-K dated June 24, 2020, filed with the United States Securities and Exchange Commission on June 29, 2020. CBUSO is a wholly-owned subsidiary of Constellation.
Following the consummation of the Wine and Spirits Transaction, on January 5, 2021, Constellation also announced the full redemption of its 3.75% Senior Notes due May 2021, for which, as of January 5, 2021, there were $500 million in aggregate principal amount of the notes outstanding.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The word “expect,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations and business, prospects, plans and objectives of management, as well as information concerning expected actions of third parties. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements.
The forward-looking statements are based on management’s current expectations and should not be construed in any manner as a guarantee that such results will in fact occur or will occur on the timetable contemplated hereby. Consummation of the previously announced Paul Masson Grande Amber Brandy transaction is subject to the satisfaction of certain closing conditions. There can be no assurance that the Paul Masson Grande Amber Brandy transaction will occur or will occur on the contemplated terms, conditions or timetable, or that Constellation will receive any incremental contingent consideration payment or any specific amount of incremental contingent consideration payment associated with the Wine and Spirits Transaction. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and Constellation does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In addition to risks and uncertainties associated with ordinary business operations, the forward-looking statements contained in this Current Report on Form 8-K are subject to other risks and uncertainties, including completion of the Paul Masson Grande Amber Brandy transaction on the expected terms, conditions and timetables; actual purchase price adjustments and other actual post-closing adjustments; the actual performance of brands whose performance is relevant for determination of the incremental contingent consideration payment opportunity; the accuracy of all other projections and estimates; and other factors and uncertainties disclosed from time-to-time in Constellation Brands, Inc.’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 29, 2020, which could cause actual future performance to differ from current expectations.