CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 8.01

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

The information set forth under the caption “Financing Arrangements” in Item 8.01 below is hereby incorporated by reference into this Item 8.01.

In addition, on November1, 2018, Constellation Brands, Inc. (“Constellation”) borrowed $500.0 million under a three-year term loan facility (the “Three-Year Term Facility”) and $1,000.0 million under a five-year term loan facility (the “Five-Year Term Facility”) under the Term Loan Credit Agreement dated as of September14, 2018 (the “Term Credit Agreement”), by and among Constellation, Bank of America, N.A., as administrative agent, and the lenders party thereto. The material terms of the Three-Year Term Facility and Five-Year Term Facility are described in Item 8.01 of Constellation’s Current Report on Form 8-K dated September14, 2018 (filed on September19, 2018), which description is incorporated herein by reference.

Item 8.01

Regulation FD Disclosure.

On November1, 2018, Constellation and Canopy issued a joint news release announcing the closing of the acquisition of the Shares (as defined in Item 8.01 below) and CBG Warrants (as defined in Item 8.01 below). A copy of this release is furnished herewith as Exhibit99.1 to this Current Report on Form8-K and incorporated herein by reference.

References to Constellation’s website, Canopy’s website, and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms into this Current Report on Form8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit99.1 is incorporated by reference into this Item 8.01 in satisfaction of the public disclosure requirements of RegulationFD. This information is “furnished” and not “filed” for purposes of Section18 of the Securities Exchange Act of1934, 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 of1934 or the Securities Act of1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Completion of Additional Investment in Canopy

On November1, 2018 (the “Closing Date”), Constellation completed the transactions contemplated in the Subscription Agreement (the “Purchase Agreement”), dated as of August14, 2018, by and between CBG Holdings LLC, a Delaware limited liability company (“CBG”) and wholly-owned subsidiary of Constellation, and Canopy.

to the Purchase Agreement, CBG purchased 104,500,000 common shares of Canopy (the “Shares”) plus warrants to purchase an additional 139,745,453 common shares of Canopy (the “CBG Warrants”), of which 88,472,861 (the “Tranche A Warrants”) are immediately exercisable and 51,272,592 (the “Tranche B Warrants”) are exercisable upon the exercise, in full, of the Tranche A Warrants, for an aggregate purchase price of approximately C$5.1 billion, or approximately $4 billion (the “Purchase Price”). The CBG Warrants expire on November1, 2021. Prior to consummation of the purchase of the Shares and CBG Warrants, Constellation, through Greenstar Canada Investment Limited Partnership, a limited partnership existing under the Laws of the Province of British Columbia (“Greenstar”) and a wholly-owned subsidiary of Constellation, owned 18,876,901 common shares of Canopy and warrants to purchase an additional 18,876,901 common shares of Canopy, of which 50% has vested

and the remaining 50% will vest on February1, 2019 (the “Greenstar Warrants” and, together with the CBG Warrants, the “Warrants”). As a result of the consummation of the purchase of the Shares, Constellation, on a consolidated basis, owns approximately 37% of the outstanding common shares of Canopy.

On the Closing Date, CBG, Greenstar and Canopy entered into an Amended and Restated Investor Rights Agreement (the “A&R IRA”) substantially similar to the form of the A&R IRA attached to the Purchase Agreement. The terms and conditions of the A&R IRA are substantially similar to the terms and conditions previously disclosed in Item 8.01 of Constellation’s Current Report on Form8-K, dated August14, 2018 (filed on August16, 2018), which disclosure is incorporated herein by reference.

Financing Arrangements

The sources of the Purchase Price paid by Constellation for the Shares and the CBG Warrants consisted of:

the net proceeds from the sale of Constellation’s $650.0 million aggregate principal amount of Senior Floating Rate Notes due 2021, $500.0 million aggregate principal amount of 4.400% Senior Notes due 2025, $500.0 million aggregate principal amount of 4.650% Senior Notes due 2028, and $500.0 million aggregate principal amount of 5.250% Senior Notes due 2048;

$1,500.0 million in term loans consisting of the $500.0 million Three-Year Term Facility and the $1,000.0 million Five-Year Term Facility; and

$240.0 million in proceeds of borrowings under Constellation’s commercial paper program.

As a result of the closing of the purchase of the Shares and the CBG Warrants without utilizing any of the commitments thereunder, the Bridge Credit Agreement, dated September14, 2018, by and among Constellation, Bank of America, N.A., as administrative agent, and the lenders party thereto terminated to its terms.

Item 8.01

Financial Statements and Exhibits.

The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:

Exhibit No.

Description

2.1

Subscription Agreement, dated as of August14, 2018, by and between CBG Holdings LLC and Canopy Growth Corporation, including, among other things, a form of the Amended and Restated Investor Rights Agreement (filed as Exhibit2.1 to Constellation’s Current Report on Form8-K dated August14, 2018, filed August16, 2018, and incorporated herein by reference).

4.1

Term Loan Credit Agreement, dated as of September14, 2018, by and among the Company, Bank of America, N.A., as administrative agent, and the Lenders party thereto (filed as Exhibit4.2. to Constellation’s Current Report on Form 8-K dated September14, 2018, filed September19, 2018, and incorporated herein by reference).

99.1

Joint News Release of Constellation Brands, Inc. and Canopy Growth Corporation dated November1, 2018.

INDEX TO EXHIBITS

Exhibit No.

Description

(2)

PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION

(2.1)

Subscription Agreement, dated as of August14, 2018, by and between CBG Holdings LLC and Canopy Growth Corporation, including, among other things, a form of the Amended and Restated Investor Rights Agreement (filed as Exhibit 2.1 to Constellation’s Current Report on Form 8-K dated August14, 2018, filed August16, 2018, and incorporated herein by reference).

(4)

INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES

(4.1)

Term Loan Credit Agreement dated as of September14, 2018, by and among the Company, Bank of America, N.A., as administrative agent, and the Lenders party thereto (filed as Exhibit 4.2. to Constellation’s Current Report on Form 8-K dated September14, 2018, filed September19, 2018, and incorporated herein by reference).

(99)

ADDITIONAL EXHIBITS

(99.1)


CONSTELLATION BRANDS, INC. Exhibit
EX-99.1 2 stzex_99-1.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Constellation Brands’ $5 Billion CAD ($4 Billion USD) Investment in CanopyGrowth Closes Following Shareholder and Canadian Government ApprovalVictor,…
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About CONSTELLATION BRANDS, INC. (NYSE:STZ)

Constellation Brands, Inc. is an international beverage alcohol company. The Company is a producer and marketer of beer, wine and spirits with operations in the United States, Canada, Mexico, New Zealand and Italy. Its segments include Beer, Wine and Spirits, and Corporate Operations and Other. It is a multi-category supplier (beer, wine and spirits) of beverage alcohol in the United States. It sells a number of brands in the import and craft beer categories, including Corona Extra, Corona Light, Modelo Especial, Ballast Point and others. It is a producer and marketer of wine, and sells a number of wine brands across various categories, including table wine, sparkling wine and dessert wine, and across all price points, such as popular, premium and luxury categories. Some of its wine and spirits brands sold in the United States, which comprise its U.S. Focus Brands (Focus Brands) include Meiomi, Robert Mondavi, Wild Horse and others.

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