UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| Item 8.01 | Other Events. |
On April 23, 2020, Constellation Brands, Inc. (“the Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., 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 $1.2 billion aggregate principal amount of Senior Notes, consisting of $600.0 million of 2.875% Senior Notes due 2030 for a public offering price of 99.801% of the principal amount of such notes and $600.0 million of 3.750% Senior Notes due 2050 for a public offering price of 99.286% of the principal amount of such notes (collectively, the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on April 27, 2020, subject to customary closing conditions. The Company intends to use the net proceeds from this offering to redeem prior to maturity all of its outstanding 2.250% Senior Notes due 2020 in the aggregate principal amount of $700.0 million, plus a make-whole premium of approximately $6.0 million, and for general corporate purposes. Pending any such uses the Company will invest the net proceeds in short-term, interest bearing instruments.
The Company has filed with the Securities and Exchange Commission a Prospectus dated April 21, 2020 and a Prospectus Supplement for the Notes dated April 23, 2020, each of which forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-237773) (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 | Financial Statements and Exhibits. |
For the exhibits that are filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
| Exhibit |
Description | |||
| (1) |
UNDERWRITING AGREEMENT | |||
| (1.1) |
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| (5) |
OPINION RE LEGALITY | |||
| (5.1) |
Opinion of McDermott Will & Emery LLP dated April 27, 2020 (filed herewith). | |||
| (23) |
CONSENTS OF EXPERTS AND COUNSEL | |||
| (23.1) |
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| (104) |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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.
| Date: April 27, 2020 |
CONSTELLATION BRANDS, INC. | |||
| By: |
/s/ Garth Hankinson | |||
| Garth Hankinson | ||||
| Executive Vice President and Chief Financial Officer | ||||