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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| Item 8.01 | Other Events. |
On July 21, 2021, 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 $1.0 billion of 2.250% Senior Notes due 2031 for a public offering price of 99.555% of the principal amount of such notes (the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on July 26, 2021, 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 2.700% Senior Notes due 2022 in the aggregate principal amount of $500.0 million, plus a make-whole premium of approximately $8 million, and for general corporate purposes, which may include the repayment of near-term debt maturities. 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 July 21, 2021, 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 No. |
Description | |
| (1) | UNDERWRITING AGREEMENT | |
| (1.1) | Underwriting Agreement, dated July 21, 2021, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the several underwriters named therein (filed herewith). | |
| (5) | OPINION RE LEGALITY | |
| (5.1) | Opinion of McDermott Will & Emery LLP dated July 21, 2021 (filed herewith). | |
| (23) | CONSENTS OF EXPERTS AND COUNSEL | |
| (23.1) | Consent of McDermott Will & Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on Form 8-K). | |
| (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: July 23, 2021 | CONSTELLATION BRANDS, INC. | |||||||
| By: | /s/ Garth Hankinson |
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| Garth Hankinson | ||||||||
| Executive Vice President and Chief Financial Officer |
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