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

Quarterly report pursuant to Section 13 or 15(d)

Business Transformation

Business Transformation

9 Months Ended

Nov. 30, 2019

TRANSFORMATION

We have committed to a business transformation strategy which aligns our portfolio with consumer-led premiumization trends and growing segments of the Wine and Spirits and Beer markets.

Divestiture and other recent developments

Black Velvet Divestiture

On November 1, 2019, we sold the Black Velvet Canadian Whisky business and the brand’s associated production facility, along with a subset of Canadian whisky brands produced at that facility, and related inventory at a transaction value of $266.3 million (the “Black Velvet Divestiture”). We received cash proceeds of $269.7 million. The cash proceeds were utilized to partially repay the 2.00% November 2017 Senior Notes (as defined in Note 11). The following table summarizes the net gain recognized in connection with this transaction for the nine months and three months ended November 30, 2019:




(in millions)
Cash received from buyer	$	269.7
Net assets sold	(211.5		)
AOCI reclassification adjustments, primarily foreign currency translation	21.0
Direct costs to sell	(3.2		)
Gain on sale of business	$	76.0

Wine and Spirits Transaction

In April 2019, we entered into a definitive agreement to sell a portion of our wine and spirits business, including approximately 30 lower-margin, lower-growth wine and spirits brands, wineries, vineyards, offices, and facilities, for approximately $1.7 billion, subject to certain adjustments (the “Wine and Spirits Transaction”).

Subsequent Events -

New Wine and Spirits Transactions

In December 2019, we agreed to revise and supersede the Wine and Spirits Transaction. The revisions to the transaction address competitive concerns raised by the U.S. Federal Trade Commission (the “FTC”) specifically related to the sparkling wine, brandy, dessert wine, and concentrate categories. As a result, the brands Cook’s California Champagne, J. Roget American Champagne, Paul Masson Grande Amber Brandy, and our concentrate business will be excluded from the transaction resulting in an adjusted transaction price of approximately $843 million, with the potential to earn an incremental $250 million of contingent consideration if certain brand performance provisions are met over a two-year period after closing (the “Revised Wine and Spirits Transaction”). The Revised Wine and Spirits Transaction is expected to close by the end of Fiscal 2020, and is subject to required regulatory clearances and governmental review and approval. Additionally, in a separate, but related, transaction, we agreed that upon execution and delivery of a definitive agreement for the Revised Wine and Spirits Transaction, we would enter into an agreement to sell the New Zealand-based Nobilo Wine brand and certain related assets for $130 million (the “Nobilo Wine Transaction”). The Nobilo Wine Transaction is expected to close in the first half of fiscal 2021 and is subject to FTC and New Zealand regulatory review and approval. Completion of the Nobilo Transaction is also conditioned on completion of the Revised Wine and Spirits Transaction. We expect to use the net cash proceeds from the Revised Wine and Spirits Transaction and the Nobilo Wine Transaction (collectively, the “New Wine and Spirits Transactions”) primarily to reduce outstanding borrowings.

Other Wine and Spirits Transactions

We are pursuing other opportunities to divest the brands and concentrate business excluded from the Revised Wine and Spirits Transaction to companies whose business strategies better align to the brands (the “Other Wine and Spirits Transactions”). We do not expect to recognize a loss in connection with the Other Wine and Spirits Transactions.

Ballast Point Transaction

In December 2019, we entered into a definitive agreement to sell our Ballast Point craft beer business, including a number of its associated production facilities and brewpubs, (the “Ballast Point Transaction”). The Ballast Point Transaction is subject to the satisfaction of certain closing conditions, and is expected to close by the end of Fiscal 2020. We expect to use the net cash proceeds from the Ballast Point Transaction primarily to reduce outstanding borrowings.

Assets held for sale

In contemplation of the transactions noted above, certain net assets have met the held for sale criteria as of November 30, 2019. For the nine months and three months ended November 30, 2019, long-lived asset impairments of $417.0 million and $390.0 million, respectively were recognized. For additional information refer to Note 6.

The carrying value of assets held for sale consists of the following:



	November 30, 2019
	Beer		Wine and Spirits		Total
(in millions)
Assets
Inventories	$	14.7	$	699.1	$	713.8
Prepaid expenses and other	1.3		9.7		11.0
Assets held for sale - current	16.0		708.8		724.8



	November 30, 2019
	Beer			Wine and Spirits			Total
(in millions)
Property, plant, and equipment	58.6			171.0			229.6
Goodwill	4.5			280.2			284.7
Intangible assets	28.2			384.0			412.2
Equity method investments	—			1.0			1.0
Other assets	25.6			26.4			52.0
Less: Reserve for assets held for sale	(50.0		)	(367.0		)	(417.0		)
Assets held for sale	66.9			495.6			562.5

Liabilities
Other accrued expenses and liabilities	9.3			26.8			36.1
Deferred income taxes and other liabilities	31.5			0.4			31.9
Liabilities held for sale⁽¹⁾	40.8			27.2			68.0
Net assets held for sale	$	42.1		$	1,177.2		$	1,219.3


⁽¹⁾	Liabilities held for sale are included in the Consolidated Balance Sheet as of November 30, 2019, within the respective liability line items noted above.

Wine and Spirits Optimization

We recognized charges in connection with our ongoing efforts to gain efficiencies and reduce our cost structure within the Wine and Spirits segment as follows:



	Results of Operations Location	For the Nine Months Ended November 30, 2019		For the Three Months Ended November 30, 2019
(in millions)
Loss on inventory write-downs	Cost of product sold	$	102.6	$	61.7
Contract termination costs	Cost of product sold	20.1		—
Employee termination costs	Selling, general, and administrative expenses	12.3		0.2
Other costs	Selling, general, and administrative expenses	8.0		1.7
Impairment of long-lived assets	Impairment of assets held for sale	367.0		340.0
		$	510.0	$	403.6