Current Report Filing (8-k)
October 25 2018 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 22, 2018
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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207 High Point Drive, Building 100, Victor, NY 14564
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
(585) 678-7100
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the
Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under
the
Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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On October 22, 2018, Constellation Brands, Inc. (the Company) and certain subsidiary guarantors (the
Guarantors) entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for
themselves and as representatives of the underwriters named therein (the Underwriters) for the sale by the Company of $2.150 billion aggregate principal amount of Senior Notes, consisting of (i) $650.0 million of Senior
Floating Rate Notes due 2021; (ii) $500.0 million of 4.400% Senior Notes due 2025 for a public offering price of 99.812% of the principal amount of such notes; (iii) $500.0 million of 4.650% Senior Notes due 2028 for a public
offering price of 99.720% of the principal amount of such notes; and (iv) $500.0 million of 5.250% Senior Notes due 2048 for a public offering price of 99.592% of the principal amount of such notes (collectively, the Notes). The
purchase of the Notes by the Underwriters is scheduled to close on October 29, 2018, subject to customary closing conditions. The Company intends to use the net proceeds from this offering, together with borrowings under its senior term credit
facility and commercial paper program, and cash on hand to finance the Companys pending incremental investment in Canopy Growth Corporation for approximately C$5.1 billion, or approximately $4 billion.
The Company has filed with the Securities and Exchange Commission a Prospectus dated May 2, 2017 and a Prospectus Supplement for the
Notes dated October 22, 2018, each of which forms a part of the Companys Registration Statement on
Form S-3 (File No. 333-217584) (the
Registration Statement) in connection with the public offering of the Notes. The Company is
filing the item listed below as an exhibit to this Current Report on
Form 8-K for
the purpose of incorporating it as an exhibit to the Registration Statement.
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.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is filed as part of this Current Report on
Form 8-K:
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated October 22, 2018, among the Company, the guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for
themselves and as representatives of the several underwriters named therein.
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5.1
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Opinion of McDermott Will & Emery LLP dated October 25, 2018.
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23.1
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Consent of McDermott Will & Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report
on Form 8-K).
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INDEX TO EXHIBITS
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Exhibit
No.
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Description
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(1)
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UNDERWRITING AGREEMENT
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(1.1)
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Underwriting Agreement, dated October 22, 2018, among the Company, the guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs
& Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the several underwriters named therein (filed herewith).
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(5)
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OPINION RE LEGALITY
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(5.1)
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Opinion of McDermott Will & Emery LLP dated October 25, 2018 (filed herewith).
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(23)
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CONSENTS OF EXPERTS AND COUNSEL
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(23.1)
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Consent of McDermott Will & Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on
Form 8-K).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: October 25, 2018
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CONSTELLATION BRANDS, INC.
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By:
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/s/ David Klein
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David Klein
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Executive Vice President and
Chief Financial
Officer
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