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

Quarterly report pursuant to Section 13 or 15(d)

Borrowings (Tables)

Borrowings (Tables)

6 Months Ended

Aug. 31, 2017

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.

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.

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

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

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.

Required principal repayments under senior credit facility term loan obligations

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

Required principal repayments under long-term debt obligations

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