Constellation Brands, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Borrowings

Borrowings

6 Months Ended

Aug. 31, 2017

Debt Disclosure [Abstract]

BORROWINGS

BORROWINGS:

Borrowings consist of the following:



	August 31, 2017						February 28, 2017
	Current		Long-term		Total		Total
(in millions)
Notes payable to banks
Senior Credit Facility – Revolving Credit Loans	$	458.0	$	—	$	458.0	$	231.0
Other	356.0		—		356.0		375.5
	$	814.0	$	—	$	814.0	$	606.5

Long-term debt
Senior Credit Facility – Term Loans	$	78.7	$	2,408.7	$	2,487.4	$	3,787.5
Senior Notes	—		5,402.6		5,402.6		4,617.0
Other	17.8		225.6		243.4		227.1
	$	96.5	$	8,036.9	$	8,133.4	$	8,631.6

Senior credit facility –

The Company, CIH International S.à r.l., a wholly-owned indirect subsidiary of ours (“CIH”), CB International Finance S.à r.l., a wholly-owned indirect subsidiary of ours (“CB International”), CIH Holdings S.à r.l., a wholly-owned indirect subsidiary of ours (“CIHH”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders are parties to a credit agreement, as amended and restated (the “2016 Credit Agreement”).

In May 2017, we repaid the outstanding obligations under the U.S. Term A loan facility under the 2016 Credit Agreement primarily with a portion of the proceeds from the May 2017 Senior Notes (as defined below) and revolver borrowings under the 2016 Credit Agreement.

In July 2017, the Company, CIH, CB International (together with CIH, the “European Borrowers”), CIHH, the Administrative Agent, and certain other lenders entered into a Restatement Agreement (the “2017 Restatement Agreement”) that amended and restated the 2016 Credit Agreement (as amended and restated by the 2017 Restatement Agreement, the “2017 Credit Agreement”). The principal changes effected by the 2017 Restatement Agreement were:


•	The refinance and increase of the existing U.S. Term A-1 loan facility with a new $500.0 million U.S. Term A-1 loan facility and extension of its maturity to July 14, 2024;


•	The creation of a new $2.0 billion European Term A loan facility into which the then-existing European Term A loan facility, European Term A-1 loan facility and European Term A-2 loan facility were combined;


•	The increase of the revolving credit facility by $350.0 million to $1.5 billion and extension of its maturity to July 14, 2022; and


•	The removal of CIHH as a borrower under the 2017 Restatement Agreement.

In addition, the Company and certain of our U.S. subsidiaries executed an amended and restated guarantee agreement which, among other things, released certain of our U.S. subsidiaries as guarantors of borrowings under the 2017 Credit Agreement. Furthermore, the European Borrowers executed an amended and restated cross-guarantee agreement which, among other things, removed CIHH as a party to the amended and restated cross-guarantee agreement. The U.S. obligations under the 2017 Credit Agreement are guaranteed by certain of our U.S. subsidiaries. The European obligations under the 2017 Credit Agreement are guaranteed by us and certain of our U.S. subsidiaries. The European obligations are cross-guaranteed by the European Borrowers whereby each guarantees the other’s obligations.

The 2017 Credit Agreement provides for aggregate credit facilities of $4,000.0 million, consisting of the following:



	Amount		Maturity
(in millions)
Revolving Credit Facility ^{(1) (2)}	$	1,500.0	July 14, 2022
U.S. Term A-1 Facility ^{(1) (3)}	500.0		July 14, 2024
European Term A Facility ^{(1) (3)}	2,000.0		July 14, 2020
	$	4,000.0


⁽¹⁾	Contractual interest rate varies based on our debt rating (as defined in the 2017 Credit Agreement) and is a function of LIBOR plus a margin, or the base rate plus a margin.

⁽²⁾

Consists of a $190.0 million U.S. Revolving Credit Facility and a $1,310.0 million European Revolving Credit Facility. We are the borrower under the $1,500.0 million Revolving Credit Facility (inclusive of the U.S. Revolving Credit Facility and the European Revolving Credit Facility). CIH and/or CB International are additional borrowers under the European Revolving Credit Facility. Includes two sub-facilities for letters of credit of up to $200.0 million in the aggregate.


⁽³⁾	We are the borrower under the U.S. Term A-1 loan facility. CIH is the borrower under the European Term A loan facility.

The 2017 Credit Agreement also permits us to elect, subject to the willingness of existing or new lenders to fund such increase or term loans and other customary conditions, to increase the revolving credit commitments or add one or more tranches of additional term loans (the “Incremental Facilities”). The Incremental Facilities may be an unlimited amount so long as our leverage ratio, as defined and computed pursuant to the 2017 Credit Agreement, is no greater than 4.00 to 1.00 subject to certain limitations and for the period defined pursuant to the 2017 Credit Agreement.

We and our subsidiaries are subject to covenants that are contained in the 2017 Credit Agreement, including those restricting the incurrence of additional indebtedness (including guarantees of indebtedness) by subsidiaries that are not guarantors, additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions, exceptions and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a maximum net leverage ratio.

As of August 31, 2017, information with respect to borrowings under the 2017 Credit Agreement is as follows:



	Revolving Credit Facility			U.S. Term A-1 Facility ⁽¹⁾			European Term A Facility ⁽¹⁾
(in millions)
Outstanding borrowings	$	458.0		$	498.8		$	1,988.6
Interest rate	2.5		%	2.8		%	2.5		%
LIBOR margin	1.25		%	1.55		%	1.25		%
Outstanding letters of credit	$	13.7
Remaining borrowing capacity	$	1,028.3


⁽¹⁾	Outstanding term loan facility borrowings are net of unamortized debt issuance costs.

As of August 31, 2017, the required principal repayments of the term loans under the 2017 Credit Agreement (excluding unamortized debt issuance costs of $12.6 million) for the remaining six months of fiscal 2018 and for each of the five succeeding fiscal years and thereafter are as follows:



	U.S. Term A-1 Facility		European Term A Facility		Total
(in millions)
2018	$	1.3	$	25.0	$	26.3
2019	5.0		100.0		105.0
2020	5.0		100.0		105.0
2021	5.0		1,775.0		1,780.0
2022	5.0		—		5.0
2023	5.0		—		5.0
Thereafter	473.7		—		473.7
	$	500.0	$	2,000.0	$	2,500.0

Interest rate swap contracts –

We have entered into interest rate swap agreements, which are designated as cash flow hedges for $200.0 million of our floating LIBOR rate debt. As a result of these hedges, we have fixed our interest rates on $200.0 million of our floating LIBOR rate debt at an average rate of 1.0% (exclusive of borrowing margins) from September 1, 2016, through July 1, 2020.

Senior notes –

In May 2017, we issued $1,500.0 million aggregate principal amount of Senior Notes (the “May 2017 Senior Notes”). Proceeds from this offering, net of discount and debt issuance costs, were $1,482.5 million. The May 2017 Senior Notes consist of:



	Date of
	Maturity	Interest Payments	Principal
(in millions)
2.70% Senior Notes ^{(1) (2)}	May 2022	May/Nov	$	500.0
3.50% Senior Notes ^{(1) (3)}	May 2027	May/Nov	$	500.0
4.50% Senior Notes ^{(1) (4)}	May 2047	May/Nov	$	500.0


⁽¹⁾	Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior unsecured indebtedness. Guaranteed by certain of our U.S. subsidiaries on a senior unsecured basis.

⁽²⁾

Redeemable, in whole or in part, at our option at any time prior to April 9, 2022, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 15 basis points. On or after April 9, 2022, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

⁽³⁾

Redeemable, in whole or in part, at our option at any time prior to February 9, 2027, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 20 basis points. On or after February 9, 2027, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

⁽⁴⁾

Redeemable, in whole or in part, at our option at any time prior to November 9, 2046, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury Rate plus 25 basis points. On or after November 9, 2046, redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest.

In January 2008, we issued $700.0 million aggregate principal amount of 7.25% Senior Notes due May 2017 (the “January 2008 Senior Notes”) in exchange for notes originally issued in May 2007. In May 2017, we repaid the January 2008 Senior Notes with a portion of the proceeds from the May 2017 Senior Notes.

Debt payments –

As of August 31, 2017, the required principal repayments under long-term debt obligations (excluding unamortized debt issuance costs and unamortized discount of $55.1 million and $4.9 million, respectively) for the remaining six months of fiscal 2018 and for each of the five succeeding fiscal years and thereafter are as follows:



(in millions)
2018	$	33.7
2019	121.7
2020	513.9
2021	1,784.4
2022	505.9
2023	1,105.0
Thereafter	4,128.8
	$	8,193.4

Accounts receivable securitization facilities –

In September 2016, we amended our prior trade accounts receivable securitization facility (as amended, the “CBI Facility”) for an additional 364-day term. Under the CBI Facility, trade accounts receivable generated by us and certain of our subsidiaries are sold by us to a wholly-owned bankruptcy remote single purpose subsidiary, the CBI SPV, which is consolidated by us for financial reporting purposes. The CBI Facility provides borrowing capacity of $235.0 million up to $340.0 million structured to account for the seasonality of our business, subject to further limitations based upon various pre-agreed formulas.

Also, in September 2016, Crown Imports amended its prior trade accounts receivable securitization facility (as amended, the “Crown Facility”) for an additional 364-day term. Under the Crown Facility, trade accounts receivable generated by Crown Imports are sold by Crown Imports to its wholly-owned bankruptcy remote single purpose subsidiary, the Crown SPV, which is consolidated by us for financial reporting purposes. The Crown Facility provides borrowing capacity of $120.0 million up to $210.0 million structured to account for the seasonality of Crown Imports’ business.

As of August 31, 2017, our accounts receivable securitization facilities are as follows:



	Outstanding Borrowings		Weighted Average Interest Rate		Remaining Borrowing Capacity
(in millions)
CBI Facility	$	215.4	2.1	%	$	84.6
Crown Facility	$	122.4	2.1	%	$	52.6

In September 2017, our existing accounts receivable securitization facilities were amended, resulting in the extension of each facility for an additional 364-day term. In addition, the newly amended CBI Facility provides borrowing capacity of $230.0 million up to $330.0 million and the newly amended Crown Facility provides borrowing capacity of $130.0 million up to $250.0 million. The remaining provisions of the amended facilities are substantially identical in all material respects to the prior facilities.