Current Report Filing (8-k)

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 8.01

Other Events.

On April 27, 2020, Constellation Brands, Inc. (the “Company”) and Manufacturers and Traders Trust Company, as trustee, entered into Supplemental Indenture No. 26 and Supplemental Indenture No. 27 (collectively, the “Supplemental Indentures”), each dated as of April 27, 2020, which supplemented the Indenture, dated as of April 17, 2012 (the “Base Indenture” and together with the Supplemental Indentures and the other prior supplemental indentures thereto, the “Indenture”). Under the Indenture, the Company issued (i) $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 (ii) $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 Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-237773) filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2020 (the “Registration Statement”).

The Company will pay interest on the Notes on May 1 and November 1 of each year, commencing on November 1, 2020. The 2.875% Senior Notes due 2030 will mature on May 1, 2030 and the 3.750% Senior Notes due 2050 will mature on May 1, 2050, respectively. We may redeem the Notes, in whole or in part, at our option, under the terms provided in the Supplemental Indentures. The Indenture contains certain “Events of Default” (as defined in each Supplemental Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable. Terms of the Indenture and the Notes are more fully described in the section entitled “Description of the Notes” of the Prospectus Supplement dated April 23, 2020 that was filed with the SEC on April 27, 2020, and the term sheets for each series of the Notes dated April 23, 2020 that were filed as a Free Writing Prospectus with the SEC on April 23, 2020.

The foregoing summary of each Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to (i) (A) the Supplemental Indenture No. 26 filed as Exhibit 4.1 hereto (and the form of 2.875% Senior Note due 2030, which is included in Exhibit 4.1 hereto), and (B) the Supplemental Indenture No. 27 filed as Exhibit 4.2 hereto (and the form of 3.750% Senior Note due 2050, which is included in Exhibit 4.2 hereto), each of which is incorporated by reference into this Item 8.01 and into the Registration Statement, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.

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

	(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDINGS, INCLUDING INDENTURES

	(4.1)	Supplemental Indenture No. 26, dated as of April 27, 2020, between the Company, as Issuer, and Manufacturers and Traders Trust Company, as Trustee (filed herewith).

	(4.2)	Supplemental Indenture No. 27, dated as of April 27, 2020, between the Company, as Issuer, and Manufacturers and Traders Trust Company, as Trustee (filed herewith).

	(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.