UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 8.01 | Other Events. |
On January 30, 2023, 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 $500.0 million aggregate principal amount of 5.000% Senior Notes due 2026 for a public offering price of 99.829% of the principal amount of such notes (the “Notes”). The purchase of the Notes by the Underwriters is scheduled to close on February 2, 2023, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of a portion of its indebtedness outstanding under the delayed draw three-year term loan facility of its term loan credit agreement, dated as of August 9, 2022, as amended on October 18, 2022.
The Company has filed with the Securities and Exchange Commission a Prospectus dated November 10, 2022 and a Prospectus Supplement for the Notes dated January 30, 2023, each of which forms a part of the Company’s Registration Statement on Form S-3 (File No. 333-268289) (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. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated January 30, 2023, 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. | |
| 5.1 | Opinion of McDermott Will & Emery LLP dated February 1, 2023. | |
| 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: February 1, 2023 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||