Brown-Forman Corporation (NYSE:BF.A) Files An 8-K Entry into a Material Definitive Agreement

Brown-Forman Corporation (NYSE:BF.A) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On March26, 2018, Brown-Forman Corporation (the “Company”) completed the sale of $600,000,000 aggregate principal amount of 3.500% Notes due 2025 (the “2025 Notes”) and $300,000,000 aggregate principal amount of 4.000% Notes due 2038 (the “2038 Notes” and collectively with the 2025 Notes, the “Notes”). We intend to use the net proceeds from this offering for general corporate purposes, including dividends, repurchases of stock by the Company to any authorized stock repurchase program or otherwise, repaying, redeeming or repurchasing existing debt, including commercial paper, and for working capital, capital expenditures, acquisitions and funding our pension plan obligations. A portion of the proceeds will be used to pay the Company’s recently announced special cash dividend in the aggregate amount of approximately $480.9million, which will be paid on April23, 2018 to stockholders of record on April2, 2018.

The Notes were sold to an underwriting agreement (the “Underwriting Agreement”) dated March22, 2018, among the Company, Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (collectively the “Underwriters”). The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Notes were issued to an indenture (the “base indenture”) dated as of April2, 2007, as supplemented by a first supplemental indenture dated as of December13, 2010 and a second supplemental indenture dates as of June24, 2015 (collectively with the base indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). to the Indenture, the Company executed an Officers’ Certificate dated March26, 2018 (the “Officers’ Certificate”) setting forth the terms of the Notes.

Interest on the 2025 Notes will accrue at the rate of 3.500% per year. Interest on the 2038 Notes will accrue at the rate of 4.000% per year. Interest on the Notes will be payable semi-annually in arrears on April15 and October15 of each year, beginning October15, 2018. The 2025 Notes will mature on April15, 2025 and the 2038 Notes will mature on October15, 2038.

The Company may redeem the Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the Notes.

The Indenture provides for customary events of default and further provides that the Trustee or the holders of 51% or more in aggregate principal amount of the outstanding Notes of a series may declare such Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The Notes were offered and sold by the Company to its automatic shelf registration statement, as defined in Rule 405 of the Securities Act of 1933, as amended, on Form S-3 (File Number 333-205183), filed with the Securities and Exchange Commission on June24, 2015.

The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the Officers’ Certificate to the Indenture setting forth the terms of the Notes, the form of 3.500% Note due 2025 representing the 2025 Notes and the form of 4.000% Note due 2038 representing the 2038 Notes, which are filed as exhibits to this report and are incorporated herein by reference or are otherwise incorporated into this report by reference.

Certain of the Underwriters and their respective affiliates have provided and in the future may continue to provide investment banking, commercial banking and other financial services, including the provision of credit facilities, to us in the ordinary course of business for which they have received and will receive customary compensation. Certain of the Underwriters and certain affiliates of the Underwriters are parties to the Company’s Credit Agreement dated as of November10, 2017.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above with respect to the Notes is hereby incorporated by reference into this Item 1.01, insofar as it relates to the creation of a direct financial obligation.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

1.1 Underwriting Agreement relating to the Notes, dated March22, 2018, by and among Brown-Forman Corporation, Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
4.4 Officers’ Certificate dated March26, 2018, to the indenture dated April2, 2007, as supplemented by the first supplemental indenture dated as of December 13, 2010, and the second supplemental indenture dated as of June24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as trustee setting forth the terms of each series of Notes.
4.5 Form of 3.500% Note due 2025.
4.6 Form of 4.000% Note due 2038.
5.1 Opinion of Hogan Lovells US LLP.
12.1 Statement re Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

Previously Filed Exhibit Index

4.1 Indenture between Brown-Forman and U.S. Bank National Association, as trustee, dated April 2, 2007, which is incorporated into this report by reference to Brown-Forman Corporation’s Form 8-K filed on April3, 2007.
4.2 First Supplemental Indenture between Brown-Forman and U.S. Bank National Association, as trustee, dated December 13, 2010, which is incorporated into this report by reference to Brown-Forman Corporation’s Form S-3ASR filed on December13, 2010.
4.3 Second Supplemental Indenture between Brown-Forman and U.S. Bank National Association, as trustee, dated June 24, 2015, which is incorporated into this report by reference to Brown-Forman Corporation’s Form S-3ASR filed on June24, 2015.


BROWN FORMAN CORP Exhibit
EX-1.1 2 d558670dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 [Execution Version] Brown-Forman Corporation $300,…
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About Brown-Forman Corporation (NYSE:BF.A)

Brown-Forman Corporation is a spirit and wine company. The Company manufactures, bottles, imports, exports, markets and sells a range of alcoholic beverages. The Company has a portfolio of approximately 40 spirit, wine and ready-to-drink cocktail (RTD) brands. Its principal brands include Jack Daniel’s Tennessee Whiskey, Jack Daniel’s RTDs, Jack Daniel’s Tennessee Honey, Gentleman Jack Rare Tennessee Whiskey, Jack Daniel’s Tennessee Fire, Jack Daniel’s Single Barrel Collection, Jack Daniel’s Sinatra Select, Jack Daniel’s Winter Jack, Jack Daniel’s No. 27 Gold Tennessee Whiskey, Finlandia Vodkas, Finlandia RTDs, Korbel California Brandy, Woodford Reserve Kentucky Bourbons, el Jimador Tequilas, el Jimador New Mix RTDs, Herradura Tequilas, Canadian Mist Canadian Whisky, Sonoma-Cutrer California Wines, Early Times Kentucky Whisky and Bourbon, Chambord Liqueur, Old Forester Kentucky Bourbon, Antiguo Tequila, Pepe Lopez Tequila, Santa Dose Cachaca and Collingwood Canadian Whisky.

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