false 0000016918 0000016918 2020-04-23 2020-04-23 0000016918 us-gaap:CommonClassAMember 2020-04-23 2020-04-23 0000016918 us-gaap:CommonClassBMember 2020-04-23 2020-04-23

 

 

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) April 23, 2020

 

CONSTELLATION BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-08495

 

16-0716709

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

207 High Point Drive, Building 100, Victor, NY 14564

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (585) 678-7100

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 (see General Instruction A.2. below):

  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

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Class A Common Stock

 

STZ

 

New York Stock Exchange

Class B Common Stock

 

STZ.B

 

New York Stock Exchange

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 April 23, 2020, Constellation Brands, Inc. (“the Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the underwriters named therein (the “Underwriters”), for the sale by the Company of $1.2 billion aggregate principal amount of Senior Notes, consisting of $600.0 million of 2.875% Senior Notes due 2030 for a public offering price of 99.801% of the principal amount of such notes and $600.0 million of 3.750% Senior Notes due 2050 for a public offering price of 99.286% of the principal amount of such notes (collectively, the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on April 27, 2020, subject to customary closing conditions. The Company intends to use the net proceeds from this offering to redeem prior to maturity all of its outstanding 2.250% Senior Notes due 2020 in the aggregate principal amount of $700.0 million, plus a make-whole premium of approximately $6.0 million, and for general corporate purposes. Pending any such uses the Company will invest the net proceeds in short-term, interest bearing instruments.

The Company has filed with the Securities and Exchange Commission a Prospectus dated April 21, 2020 and a Prospectus Supplement for the Notes dated April 23, 2020, each of which forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-237773) (the “Registration Statement”) in connection with the public offering of the Notes. The Company is filing the item listed below as an exhibit to this Current Report on Form 8-K for the purpose of incorporating it as an exhibit to the Registration Statement.

In connection with the offering of the Notes, the legal opinion as to the legality of the Notes sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01 and into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

For the exhibits that are filed herewith, see the Index to Exhibits immediately following.

INDEX TO EXHIBITS

Exhibit
No.

   

Description

         
 

  (1)

   

UNDERWRITING AGREEMENT

         
 

  (1.1)

   

Underwriting Agreement, dated April 23, 2020, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the several underwriters named therein (filed herewith).

         
 

  (5)

   

OPINION RE LEGALITY

         
 

  (5.1)

   

Opinion of McDermott Will & Emery LLP dated April 27, 2020 (filed herewith).

         
 

(23)

   

CONSENTS OF EXPERTS AND COUNSEL

         
 

(23.1)

   

Consent of McDermott Will & Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on Form 8-K).

         
 

(104)

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

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.

Date: April 27, 2020

 

CONSTELLATION BRANDS, INC.

         

 

By:

 

/s/ Garth Hankinson

 

 

Garth Hankinson

 

 

Executive Vice President and

Chief Financial Officer

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