On February 7, 2018, Constellation Brands, Inc. (the
Company), certain subsidiaries of the Company acting as guarantors (the Guarantors), and Manufacturers and Traders Trust Company, as trustee, entered into Supplemental Indenture No. 18, Supplemental Indenture No. 19
and Supplemental Indenture No. 20 (collectively, the Supplemental Indentures), each dated as of February 7, 2018, which supplemented the Indenture, dated as of April 17, 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) $600.0 million of 3.200% Senior Notes due 2023 for a public offering price of
99.907% of the principal amount of such notes; (ii) $700.0 million of 3.600% Senior Notes due 2028 for a public offering price of 99.807% of the principal amount of such notes; and (iii) $600.0 million of 4.100% Senior Notes due
2048 for a public offering price of 99.656% of the principal amount of such notes (collectively, the Notes).
The Notes were
registered under the Securities Act of 1933, as amended, pursuant to the Companys Registration Statement on
Form S-3 (File No. 333-217584) filed
with the Securities and Exchange Commission (the SEC) on May 2, 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 dated January 29, 2018 that was filed with the SEC on January 31, 2018, and the term sheets for each series of the Notes dated January 29, 2018 that were filed as Free Writing Prospectuses
with the SEC on January 30, 2018.
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. 18 filed as Exhibit 4.1 hereto (and the form of 3.200% Senior Notes due 2023 and related guarantees, which are included in Exhibit 4.1 hereto),
(B) the Supplemental Indenture No. 19 filed as Exhibit 4.2 hereto (and the form of 3.600% Senior Notes due 2028 and related guarantees, which are included in Exhibit 4.2 hereto), and (C) the Supplemental Indenture
No. 20 filed as Exhibit 4.3 hereto (and the form of 4.100% Senior Notes due 2048 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 April 23, 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 Item 8.01 and into the Registration Statement.