CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Other Events
Item8.01Other Events.
On May9, 2017, Constellation Brands, Inc. (the Company), certain
subsidiary guarantors (the Guarantors) and Manufacturers and
Traders Trust Company, as trustee, entered into Supplemental
Indenture No.12, Supplemental Indenture No.13 and Supplemental
Indenture No.14 (collectively, the Supplemental Indentures), each
dated as of May9, 2017, which supplemented the Indenture, dated
as of April17, 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) $500.0million of 2.70% Senior Notes due 2022
for a public offering price of 99.782% of the principal amount of
such notes; (ii) $500.0million of 3.50% Senior Notes due 2027 for
a public offering price of 99.766% of the principal amount of
such notes; and (iii) $500.0million of 4.50% Senior Notes due
2047 for a public offering price of 99.559% of the principal
amount of such notes (collectively, the Notes).
The Notes were registered under the Securities Act of 1933, as
amended, to the Companys Registration Statement on Form S-3 (File
No.333-217584) filed with the Securities and Exchange Commission
(the SEC) on May2, 2017 (the Registration Statement).
For a complete description of the terms and conditions of the
Notes and the Supplemental Indentures, please refer to the
Prospectus Supplement that was filed on May4, 2017, and the
copies of the term sheets for each series of the Notes that were
filed as Free Writing Prospectuses on May2, 2017.
The foregoing summary of each of the Supplemental Indentures does
not purport to be complete and is qualified in its entirety by
reference to (i)(A) the Supplemental Indenture No.12 filed as
Exhibit 4.1 hereto (and the form of 2.70% Senior Notes due 2022
and related guarantees, which are included in Exhibit 4.1
hereto), (B) the Supplemental Indenture No.13 filed as Exhibit
4.2 hereto (and the form of 3.50% Senior Notes due 2027 and
related guarantees, which are included in Exhibit 4.2 hereto),
and (C)the Supplemental Indenture No.14 filed as Exhibit 4.3
hereto (and the form of 4.50% Senior Notes due 2047 and related
guarantees, which are included in Exhibit 4.3 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 Companys Current Report on Form 8-K
filed with the SEC on April23, 2012.
In connection with the offering of the Notes, the legal opinion
as to the legality of the Notes sold is being filed as Exhibit
5.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item8.01 and into the Registration Statement.
Item9.01Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed as part of this Current Report
on Form 8-K:
| ExhibitNo. | Description | |||
| 4.1 |
Supplemental Indenture No.12, dated as of May9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee. |
|||
| 4.2 |
Supplemental Indenture No.13, dated as of May9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee. |
|||
| 4.3 |
Supplemental Indenture No.14, dated as of May9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee. |
|||
| 5.1 | Opinion of McDermott Will Emery LLP dated May9, 2017. | |||
| 23.1 |
Consent of McDermott Will Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on Form 8-K). |
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. CONSTELLATION BRANDS, INC. (NYSE:STZ) Recent Trading Information
CONSTELLATION BRANDS, INC. (NYSE:STZ) closed its last trading session down -1.75 at 177.77 with 1,126,923 shares trading hands.
