CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On April3, 2019, Constellation Brands, Inc. (“Constellation”) and E.&J. Gallo Winery (“Gallo”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), to which Gallo agreed to acquire for $1.7billion a portion of Constellation’s wine and spirits business principally consisting of various brands having a retail price of $11.00 and below, together with related inventory, intellectual property, interests in certain contracts, and interests in certain personal and real property, vineyards and facilities located in California, New York and Washington (the “Transaction”). In addition, it is expected that Constellation will provide certain temporary transition services following completion of the Transaction. In connection with the Transaction, Constellation will receive cash in the amount of approximately $1.7billion, subject to certain purchase price adjustments. The Transaction is subject to regulatory approval and other customary and routine closing conditions.
The Asset Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type. The representations, warranties and covenants contained in the Asset Purchase Agreement are made by the parties solely for the benefit of each other and should not be relied upon by any other person. The parties currently expect to complete the Transaction at approximately the end of the first quarter of Constellation’s 2020 fiscal year.
The foregoing description of the Asset Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which is attached hereto as Exhibit2.1 and incorporated herein by reference.
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Financial Statements and Exhibits. |
The following exhibit is filed as part of this Current Report on Form 8-K:
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ExhibitNo. |
Description |
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2.1 |
Asset Purchase Agreement made and entered into as of April3, 2019, by and between Constellation Brands, Inc. and E.&J. Gallo Winery. * |
* Exhibits, disclosure schedules and other schedules have been omitted to Item 601(b)(2) of Regulation S-K. Constellation Brands agrees to furnish supplementally a copy of such exhibits, disclosure schedules and other schedules, or any section thereof, to the SEC upon request.
INDEX TO EXHIBITS
* Exhibits, disclosure schedules and other schedules have been omitted to Item 601(b)(2) of Regulation S-K. Constellation Brands agrees to furnish supplementally a copy of such exhibits, disclosure schedules and other schedules, or any section thereof, to the SEC upon request.
CONSTELLATION BRANDS, INC. Exhibit
EX-2.1 2 d697530dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT between CONSTELLATION BRANDS,…
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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.