On November 29, 2016, Constellation Brands, Inc. (the
Company) and certain subsidiary guarantors (the Guarantors) entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities LLC, for themselves and as representatives of MUFG Securities Americas Inc., Wells Fargo Securities, LLC, Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc., BBVA Securities Inc., SunTrust Robinson Humphrey, Inc., Goldman,
Sachs & Co., and BNP Paribas Securities Corp., as underwriters (the Underwriters) for the sale by the Company of $600 million aggregate principal amount of 3.700% Senior Notes due 2026 (the Notes) for a public
offering price of 99.909% of the principal amount of the Notes plus accrued interest, if any, from and including December 6, 2016. The offering is being made by a prospectus dated November 29, 2016 and prospectus supplement dated
November 29, 2016 filed with the Securities and Exchange Commission (SEC) on December 1, 2016. The Underwriters will purchase the Notes from the Company at 99.259% of their principal amount. The purchase of the Notes by the
Underwriters is scheduled to close on December 6, 2016, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes.
The Underwriting Agreement contemplates that the Notes will be issued under an Indenture dated as of April 17, 2012 (as supplemented by
Supplemental Indenture No. 11 to be dated December 6, 2016 and the other prior supplemental indentures thereto) among the Company, the Guarantors, and Manufacturers and Traders Trust Company, as trustee.
The Underwriters and their respective affiliates have performed, and may in the future perform, various commercial banking, investment
banking, hedging, brokerage and advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. In particular, affiliates of certain of the Underwriters are agents and/or lenders
under the Companys senior credit and securitization facilities and/or certain foreign credit facilities. Also, Goldman, Sachs & Co. acted as financial advisor to Home Brew Mart, Inc. in connection with the Companys acquisition
of Home Brew Mart, Inc. and received an advisory fee funded by the Company. In addition, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. are lenders under certain credit facilities to a
Sands family investment vehicle that, because of its relationship with members of the Sands family, is an affiliate of the Company. Such credit facilities are secured by pledges of shares of Class A common stock of the Company, Class B
common stock of the Company, or a combination thereof, and personal guarantees of certain members of the Sands family, including Richard Sands and Robert Sands.
The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or
to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The description of the
Underwriting Agreement above is a summary and is qualified in its entirety by the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein and as an exhibit to the Companys registration statement on
Form
S-3
(File
No. 333-199293)
filed with the SEC on October 14, 2014 and as amended on November 29, 2016.