“IRS” means the United States Internal Revenue Service.
“Reclassification” means the (i) reclassification and
conversion of each share of Class B Common Stock issued and
outstanding immediately prior to the Effective Time into one
validly issued, fully paid and non-assessable share of Class A
Common Stock and the right to receive $64.64 in cash, without
interest, in each case as such cash and stock consideration may be
adjusted pursuant to the terms of the Reclassification Agreement
and the Amended and Restated Charter, and (ii) transactions
contemplated by the Reclassification Agreement, including the
amendment and restatement of the Company’s restated certificate of
incorporation in the form of the Amended and Restated Charter. The
Reclassification will become effective at the Effective Time.
“Reclassification Agreement” refers to the Reclassification
Agreement, dated June 30, 2022, between the Company and the
Sands Family Stockholders, as it may be amended from time to time,
attached to this proxy statement/prospectus as Annex C.
“Reclassification Proposal” refers to the proposal to
approve and adopt the Amended and Restated Charter, which will
effectuate the Reclassification.
“Record Date” refers to the close of business on [●], 2022.
Holders of Class A Common Stock and/or Class B Common
Stock as of the record date are entitled to notice of and to vote
on the matters listed in the proxy statement/prospectus.
“Registration Rights Agreement” refers to the Registration
Rights Agreement to be entered into by the Company and the Sands
Family Stockholders at the Effective Time.
“Sands family” refers to Messrs. Robert and Richard Sands
and other members of their extended family and related
“Sands Family Stockholders” means RES Master LLC, RES
Business Holdings LP, SER Business Holdings LP, RHT 2015 Business
Holdings LP, RSS Master LLC, RSS Business Holdings LP, SSR Business
Holdings LP, RSS 2015 Business Holdings LP, RCT 2015 Business
Holdings LP, RCT 2020 Investments LLC, NSDT 2009 STZ LLC, NSDT 2011
STZ LLC, RSS Business Management LLC, SSR Business Management LLC,
LES Lauren Holdings LLC, MES Mackenzie Holdings LLC, Abigail
Bennett, Zachary Stern, A&Z 2015 Business Holdings LP, Marilyn
Sands Master Trust, MAS Business Holdings LP, Sands Family
Foundation, Richard Sands, Robert Sands, WildStar and Astra Legacy
“Special Committee” means a special committee of independent
and disinterested members of the Board, consisting of Jennifer M.
Daniels, Jeremy S. G. Fowden, Jose Manuel Madero Garza and Daniel
“Special Meeting” refers to the special meeting of
stockholders of the Company, to be held as a “virtual meeting” via
online audio broadcast, on [●], [●], 2022 at [●] [a.m./p.m.] (ET)
at www.virtualshareholdermeeting.com/STZ2022SM or any adjournment
or postponement thereof.
“Transaction Documents” means the Reclassification
Agreement, the Amended and Restated Charter, the By-laws, the Registration Rights
Agreement, the Amended Corporate Governance and Responsibility
Committee Charter, the Amended Board Corporate Governance
Guidelines and the Board Anti-Pledging Policy.
“Treasury Regulations” means the United States Treasury
regulations promulgated under the Code.
“Unaffiliated Class A Holders” means those
holders of shares of Class A Common Stock, excluding shares of
Class A Common Stock held, directly or indirectly, by or on
behalf of the Sands family, directors of the Company that own,
beneficially or of record, shares of Class B Common Stock and
any person that the Company has determined to be an “officer” of
the Company within the meaning of Rule 16a-1(f) of the Exchange Act.