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

Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events (Tables)

Subsequent Events (Tables)

3 Months Ended

May 31, 2013

Allocation of estimated fair value to assets acquired and liabilities assumed

The following table summarizes the allocation of the estimated fair value of the Beer Business Acquisition to the separately identifiable assets acquired and liabilities assumed as of June 7, 2013:



Cash	$	106.8
Accounts receivable	231.8
Inventories	248.5
Prepaid expenses and other	55.4
Property, plant and equipment	683.8
Goodwill	3,594.9
Intangible assets	2,521.9
Other assets	0.6
Total assets acquired	7,443.7
Accounts payable	121.1
Accrued excise taxes	14.4
Other accrued expenses and liabilities	74.1
Deferred income taxes	62.2
Other liabilities	10.4
Total liabilities assumed	282.2
Total estimated fair value	7,161.5
Less – fair value of the Company’s preexisting 50% equity interest in Crown Imports	(1,845.0		)
Less – cash acquired	(106.8		)
Estimated aggregate purchase price	$	5,209.7

Unaudited pro forma financial information

The unaudited pro forma financial information is based upon currently available information and upon certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information does not purport to present what the Company’s results of operations would actually have been if the aforementioned transaction had in fact occurred on such date or at the beginning of the period indicated, nor do they project the Company’s financial position or results of operations at any future date or for any future period.



	For the Three Months Ended May 31,
	2013		2012
(in millions, except per share data)
Net sales	$	1,239.0	$	1,177.6
Income before income taxes	$	216.8	$	205.2
Net income	$	142.0	$	135.7

Earnings per common share:
Basic – Class A Common Stock	$	0.78	$	0.74
Basic – Class B Convertible Common Stock	$	0.70	$	0.67

Diluted – Class A Common Stock	$	0.73	$	0.71
Diluted – Class B Convertible Common Stock	$	0.67	$	0.66

Weighted average common shares outstanding:
Basic – Class A Common Stock	161.729		162.259
Basic – Class B Convertible Common Stock	23.499		23.554

Diluted – Class A Common Stock	194.884		190.261
Diluted – Class B Convertible Common Stock	23.499		23.554

Required principal repayments under term loans

As of May 31, 2013, the required principal repayments under the Term A Facility and the Term A-1 Facility for the remaining nine months of fiscal 2014 and for each of the five succeeding fiscal years and thereafter are as follows:



	Term A Facility		Term A-1 Facility		Total
(in millions)
2014	$	6.9	$	0.6	$	7.5
2015	41.2		2.5		43.7
2016	55.0		2.5		57.5
2017	55.0		2.5		57.5
2018	357.5		2.5		360.0
2019	—		2.5		2.5
Thereafter	—		233.8		233.8
	$	515.6	$	246.9	$	762.5

As of June 7, 2013, the required principal repayments under the term loans of the 2013 Credit Agreement for the remaining approximate nine months of fiscal 2014 and for each of the five succeeding fiscal years and thereafter are as follows:



	U.S. Term A Facility		U.S. Term A-1 Facility		U.S. Term A-2 Facility		European Term A Facility		European Term B Facility		Total
(in millions)
2014	$	12.9	$	1.2	$	16.9	$	12.5	$	5.0	$	48.5
2015	25.8		2.5		33.7		25.0		10.0		97.0
2016	38.7		2.5		50.6		37.5		10.0		139.3
2017	51.6		2.4		67.5		50.0		10.0		181.5
2018	51.5		2.5		67.5		50.0		10.0		181.5
2019	335.1		2.5		438.8		325.0		10.0		1,111.4
Thereafter	—		233.3		—		—		945.0		1,178.3
	$	515.6	$	246.9	$	675.0	$	500.0	$	1,000.0	$	2,937.5

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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