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 February 2, 2023, Constellation Brands, Inc. (the “Company”) and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), entered into Supplemental Indenture No. 32 (the “Supplemental Indenture”), dated as of February 2, 2023, which supplemented the Indenture, dated as of April 17, 2012 (the “Base Indenture” and together with the Supplemental Indenture and the other prior supplemental indentures thereto, the “Indenture”). Under the Indenture, the Company issued $500.0 million aggregate principal amount of 5.000% Senior Notes due 2026 (the “Notes”) for a public offering price of 99.829% of the principal amount of such notes.
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-268289) filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022 (the “Registration Statement”).
The Company will pay interest on the Notes on February 2 and August 2 of each year, commencing on August 2, 2023. The Notes will mature on February 2, 2026. The Company may redeem the Notes, in whole or in part, at its option, under the terms provided in the Supplemental Indenture. The Indenture contains certain “Events of Default” (as defined in the Supplemental Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable. Terms of the Indenture and the Notes are more fully described in the section entitled “Description of the Notes” of the Prospectus Supplement dated January 30, 2023, that was filed with the SEC on February 1, 2023.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to (i) Supplemental Indenture No. 32 filed as Exhibit 4.1 hereto (and the form of 5.000% Senior Note due 2026, which is included in Exhibit 4.1 hereto), which is incorporated by reference into this Item 8.01, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Supplemental Indenture No. 32, dated as of February 2, 2023, between the Company, as Issuer, and Manufacturers and Traders Trust Company, as Trustee. | |
| 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 2, 2023 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||