8-K: Current report filing
Published on May 7, 2007
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) May 6,
2007
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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370
Woodcliff Drive, Suite 300, Fairport,
NY 14450
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(585)
218-3600
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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1 -
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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
May 6,
2007, Constellation Brands, Inc., a Delaware corporation (the “Company” or
“Constellation”), entered into a Confirmation (the “Repurchase Agreement”) with
Citibank, N.A. (“Citibank”) to effect an accelerated share repurchase of the
Company’s Class A common stock (“Common Stock”). Under the terms of the
Repurchase Agreement, on May 8, 2007 the Company is obligated to pay Citibank
a
fixed purchase price of $421.1 million and Citibank is obligated to deliver
to
the Company 16.9 million shares of Common Stock. The purchase price for
the
shares will be paid with proceeds from borrowings under the Company’s existing
revolving credit facility.
At
the
end of a pricing period starting May 8, 2007 and scheduled to end on
October 4,
2007 (which may be shortened in Citibank’s discretion so that it ends during the
Company’s second fiscal quarter), Citibank will be obligated to deliver
additional shares of Common Stock to the Company based generally on the
volume
weighted average price of the Common Stock during the pricing period
minus a
discount (the “Settlement Price”) unless the Settlement Price exceeds a
negotiated amount. The calculation to determine the number of additional
shares
to which the Company is entitled also takes into account the difference
between
the Settlement Price and the average per share price paid by the Company
for 1.0
million of the 3.5 million shares of Common Stock purchased by the Company
in
the open market prior to entering into the Repurchase Agreement. There
is no
maximum number of additional shares of Common Stock that the Company
will be
entitled to receive based on the application of the formula.
The
Repurchase Agreement contains terms that provide for adjustments and early
termination upon the occurrence of certain extraordinary and disruption
events
and contains other customary terms and conditions for agreements of this
kind,
including covenants and representations related to Rule 10b5-1 and
Rule 10b-18. The Repurchase Agreement provides that the Company will not be
obligated to make any payment to Citibank other than the initial purchase
price
or to return any shares of Common Stock received from Citibank pursuant
to the
Repurchase Agreement; however, the adjustment provisions in the Repurchase
Agreement or an early termination may affect the number of additional shares
of
Common Stock that the Company is entitled to receive under the Repurchase
Agreement.
Citibank
is a lender under the Credit Agreement dated June 5, 2006, as amended,
among the
Company and the lenders party thereto, and Citibank and its affiliates
have
performed, and may in the future perform, various commercial banking, investment
banking and other financial advisory services for Constellation and its
subsidiaries for which they have received, and will receive, customary
fees and
expenses.
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ITEM
7.01.
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REGULATION
FD DISCLOSURE
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On
May 7,
2007 the Company issued a news release announcing the accelerated share
repurchase transaction contemplated by the Repurchase Agreement. The press
release also provided information about, among other things, the diluted
earnings per share outlook regarding the Company’s fiscal year ending
February 29, 2008 and certain related assumptions. A copy of the news
release is furnished herewith as Exhibit 99.1 and is incorporated herein
by
reference.
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References
to the Company’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K, and the
Company disclaims any such incorporation by reference. The information in
this
Current Report on Form 8-K, including the news release attached as Exhibit
99.1,
is incorporated by reference into this Item 7.01 in satisfaction of the public
disclosure requirements of Regulation FD. The information in this Item 7.01
is
“furnished” and not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that section.
It may be incorporated by reference in another filing under the Securities
Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent
such subsequent filing specifically references the information incorporated
by
reference herein.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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Exhibits.
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| The following exhibit is furnished as part of this Form 8-K: |
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Exhibit
No.
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Description
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99.1
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News
release of the Company dated May 7,
2007
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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:
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May
7, 2007
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CONSTELLATION
BRANDS, INC.
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By:
Name:
Title:
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/s/
Thomas S. Summer
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Thomas
S. Summer
Executive
Vice President and
Chief
Financial Officer
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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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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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(99.1)
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News
release of Constellation Brands, Inc. dated May 7, 2007
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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