Current Report Filing (8-k)
July 29 2019 - 8:44AM
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)
July
29, 2019
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange on Which Registered
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Class A Common Stock
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STZ
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New York Stock Exchange
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Class B Common Stock
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STZ.B
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New York Stock Exchange
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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 ☐
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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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☐
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On July 29, 2019, 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. 25 (the Supplemental Indenture), dated as of July 29, 2019, which supplemented the
Indenture, dated as of April 17, 2012 (the Base Indenture and together with the Supplemental Indenture and the other prior supplemental indentures thereto, the Indenture). Under the Indenture, the Company issued
$800,000,000 of 3.150% Senior Notes due 2029 for a public offering price of 99.957% 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 Indenture, please refer to the Prospectus Supplement dated July 24, 2019 that was filed with the SEC on July 26, 2019, and the term sheet for Notes dated July 24, 2019 that was filed as a Free Writing Prospectus with the
SEC on July 24, 2019.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is
qualified in its entirety by reference to (i) the Supplemental Indenture No. 25 filed as Exhibit 4.1 hereto (and the form of 3.150% Senior Note due 2029 and related guarantees, which are included in Exhibit 4.1 hereto), 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.
Item 9.01 Financial Statements and Exhibits.
For the exhibit that is filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
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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July 29, 2019
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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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