Current Report Filing (8-k)
25 July 2019 - 7:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 24, 2019
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-08495 | 16-0716709 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
207 High Point Drive, Building 100, Victor, NY 14564
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (585) 678-7100
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Not Applicable |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Class A Common Stock | STZ | New York Stock Exchange |
Class B Common Stock | STZ.B | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company | | o |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
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Item 7.01 | Regulation FD Disclosure. |
On July 24, 2019, Constellation Brands, Inc. (“Constellation”) issued a news release announcing that it has priced a public offering of $800.0 million of 3.150% Senior Notes due 2029. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits. |
For the exhibit that is furnished herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
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Exhibit No. | Description |
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(99) | ADDITIONAL EXHIBITS |
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(99.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | July 24, 2019 | CONSTELLATION BRANDS, INC. |
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| | By: | /s/ David Klein |
| | | David Klein |
| | | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Constellation Brands Prices Offering of Senior Notes
VICTOR, N.Y., July 24, 2019 – Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, announced today that it priced the public offering of $800.0 million of 3.150% Senior Notes due 2029 (the “2029 notes”) for a public offering price of 99.957% of the principal amount of the 2029 notes. The 2029 notes will be senior obligations that rank equally with all of Constellation’s other senior unsecured indebtedness, and will be guaranteed by the subsidiaries of Constellation that are guarantors under Constellation’s senior revolving credit facility and/or senior term credit facilities.
Closing of the offering is expected to occur on July 29, 2019. Constellation intends to use the net proceeds from the offering to redeem prior to maturity its outstanding 3.875% senior notes due 2019 in the aggregate principal amount of $400.0 million and for general corporate purposes.
BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC are acting as the joint book-running managers of the offering. The 2029 notes are being offered only by means of a prospectus, including a prospectus supplement, copies of which may be obtained by contacting BofA Securities, Inc. toll-free at (800) 294-1322 or emailing dg.prospectus_requests@baml.com, contacting Goldman Sachs & Co. LLC toll-free at (866) 471-2526, or contacting J.P. Morgan Securities LLC collect at (212) 834-4533. Alternatively, the prospectus and prospectus supplement may be obtained by visiting EDGAR on the SEC website at http://www.sec.gov.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy 2029 notes. The 2029 notes will not be offered or sold in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
About Constellation Brands
Constellation Brands is an international producer and marketer of beer, wine and spirits with operations in the U.S., Mexico, New Zealand, Italy, and Canada. Constellation is the third-largest beer company in the U.S. and a leading, higher-end wine company in the U.S. market. Constellation’s brand portfolio includes Corona Extra, Corona Light, Corona Premier, Corona Familiar, Modelo Especial, Modelo Negra, Pacifico, Robert Mondavi, Kim Crawford, Meiomi, Mount Veeder, Ruffino, SIMI, The Prisoner, SVEDKA Vodka, Casa Noble Tequila and High West Whiskey.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements which are not historical facts and relate to future plans, events or performance are forward-looking statements that are based upon management’s current expectations and are subject to risks and uncertainties. Detailed information regarding risk factors with respect to the company and the offering are included in the company’s filings with the SEC, including the prospectus and prospectus supplement for the offering.
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MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS |
Mike McGrew | 773-251-4934 | michael.mcgrew@cbrands.com | Patty Yahn-Urlaub | 585-678-7483 | patty.yahn-urlaub@cbrands.com |
Amy Martin | 585-678-7141 | amy.martin@cbrands.com | Bob Czudak | 585-678-7170 | bob.czudak@cbrands.com |
| | | Tom Conaway | 585-678-7503 | thomas.conaway@cbrands.com |
This regulatory filing also includes additional resources:
stzex99-1_7242019.pdf
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