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 20, 2014
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-08495 | 16-0716709 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
207 High Point Drive, Building 100, Victor, NY 14564
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (585) 678-7100
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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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 7.01. | Regulation FD Disclosure. |
On October 20, 2014, Constellation Brands, Inc. (“Constellation”) issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing that it has priced the public offering of $800 million aggregate principal amount of Senior Notes, consisting of $400 million of 3.875% Senior Notes due 2019 and $400 million of 4.750% Senior Notes due 2024.
The information in 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. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not 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.
On October 20, 2014, Constellation announced that it gave notice for full redemption of all of its outstanding 8 3/8% Senior Notes due 2014 (the “Notes”) to be effected on November 26, 2014 (the “Redemption Date”). As of October 20, 2014, there were $500 million in aggregate principal amount of Notes outstanding.
The redemption price for the Notes, payable in cash, will be calculated pursuant to the formula set forth in the supplemental indenture relating to the Notes.
A copy of the news release with respect to this announcement is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
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Item 9.01. | Financial Statements and Exhibits. |
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(a) | Financial statements of businesses acquired. |
Not applicable.
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(b) | Pro forma financial information. |
Not applicable.
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(c) | Shell company transactions. |
Not applicable.
The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:
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Exhibit No. | Description |
99.1 | News Release of Constellation Brands, Inc. dated October 20, 2014 regarding pricing of a public offering of senior notes. |
99.2 | News Release of Constellation Brands, Inc. dated October 20, 2014 regarding full redemption of 8 3/8% Senior Notes due 2014. |
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 21, 2014 | CONSTELLATION BRANDS, INC. |
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| By: | /s/ Robert Ryder |
| | Robert Ryder |
| | Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit No. | Description |
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(1) | UNDERWRITING AGREEMENT |
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| Not Applicable. |
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(2) | PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION |
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| Not Applicable. |
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(3) | ARTICLES OF INCORPORATION AND BYLAWS |
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| Not Applicable. |
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(4) | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES |
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| Not Applicable. |
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(7) | 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) | CODE OF ETHICS |
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| Not Applicable. |
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(16) | LETTER RE CHANGE IN CERTIFYING ACCOUNTANT |
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| Not Applicable. |
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(17) | CORRESPONDENCE ON DEPARTURE OF DIRECTOR |
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| Not Applicable. |
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(20) | OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS |
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| Not Applicable. |
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(23) | CONSENTS OF EXPERTS AND COUNSEL |
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| Not Applicable. |
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(24) | POWER OF ATTORNEY |
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| Not Applicable. |
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(99) | ADDITIONAL EXHIBITS |
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(99.1) | News Release of Constellation Brands, Inc. dated October 20, 2014 regarding pricing of a public offering of senior notes. |
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(99.2) | News Release of Constellation Brands, Inc. dated October 20, 2014 regarding full redemption of 8 3/8% Senior Notes due 2014. |
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(100) | XBRL-RELATED DOCUMENTS |
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| Not Applicable. |
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(101) | INTERACTIVE DATA FILE |
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| Not Applicable. |