false0000016918 0000016918 2020-04-27 2020-04-27 0000016918 us-gaap:CommonClassBMember 2020-04-27 2020-04-27 0000016918 us-gaap:CommonClassAMember 2020-04-27 2020-04-27


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 27, 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 7.01
Regulation FD Disclosure.

On April 27, 2020, Constellation Brands, Inc. (“Constellation”) issued a news release announcing the full redemption of its 2.250% Senior Notes due 2020. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.


Item 9.01
Financial Statements and Exhibits.

For the exhibit that is furnished herewith, see the Index to Exhibits immediately following.

INDEX TO EXHIBITS
Exhibit No.
Description
 
 
(99)
ADDITIONAL EXHIBITS
 
 
(99.1)
 
 
(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




   
Exhibit 99.1
pressreleaseheaderp1.jpg

CONSTELLATION BRANDS ANNOUNCES
FULL REDEMPTION OF 2.250%
SENIOR NOTES DUE 2020

VICTOR, N.Y., April 27, 2020 - Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced today that it has given notice for full redemption prior to maturity of all of its outstanding 2.250% Senior Notes due 2020 (CUSIP Number: 21036PAV0) (the "notes") to be effected on May 27, 2020 (the "redemption date"). As of April 27, 2020, there were $700.0 million in aggregate principal amount of the notes outstanding.
The redemption price for the notes, payable in cash, will be calculated pursuant to the formula set forth in the supplemental indenture relating to the notes, and will include a make-whole premium of approximately $6.0 million.

ABOUT CONSTELLATION BRANDS
Constellation Brands is an international producer and marketer of beer, wine and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Constellation is the third-largest beer company in the U.S. and a leading, higher-end wine and spirits company in the U.S. market. Constellation’s brand portfolio includes Corona Extra, Corona Light, Corona Premier, Modelo Especial, Modelo Negra, Pacifico, the Robert Mondavi brand family, Kim Crawford, Meiomi, The Prisoner brand family, SVEDKA Vodka, Casa Noble Tequila, and High West Whiskey.


FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements which are not historical facts and relate to future plans, events or performance are forward-looking statements that are based upon management’s current expectations and are subject to risks and uncertainties. The forward-looking statements are based on management's current expectations and should not be construed in any manner as a guarantee that such events or results will in fact occur. All forward-looking statements speak only as of the date of this news release and Constellation Brands undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Detailed information regarding risk factors with respect to the company and the offering are included in the company’s filings with the SEC, including the prospectus and prospectus supplement for the offering.


MEDIA CONTACTS
INVESTOR RELATIONS CONTACTS
Mike McGrew 773-251-4934 / michael.mcgrew@cbrands.com
Amy Martin 585-678-7141 / amy.martin@cbrands.com
Patty Yahn-Urlaub 585-678-7483 / patty.yahn-urlaub@cbrands.com
Bob Czudak 585-678-7170 / bob.czudak@cbrands.com




v3.20.1
Cover Page Cover Page
Apr. 27, 2020
Entity Central Index Key 0000016918
Amendment Flag false
Document Type 8-K
Document Period End Date Apr. 27, 2020
Entity Registrant Name CONSTELLATION BRANDS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-08495
Entity Tax Identification Number 16-0716709
Entity Address, Address Line One 207 High Point Drive
Entity Address, Address Line Two Building 100
Entity Address, City or Town Victor
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14564
City Area Code (585)
Local Phone Number 678-7100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Class A [Member]  
Title of 12(b) Security Class A Common Stock
Trading Symbol STZ
Security Exchange Name NYSE
Common Class B [Member]  
Title of 12(b) Security Class B Common Stock
Trading Symbol STZ.B
Security Exchange Name NYSE


This regulatory filing also includes additional resources:
stzex99-1_4272020.pdf
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