Current Report Filing (8-k)
29 July 2019 - 8:10PM
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)
|
|
|
|
|
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)
Registrants telephone number, including area code
(585)
678-7100
|
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):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
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:
|
|
|
|
|
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).
Emerging growth company
☐
|
|
|
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.
|
|
☐
|
On July 24, 2019, Constellation Brands, Inc. (the Company) and certain subsidiary guarantors (the Guarantors) entered into
an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the underwriters named therein (the
Underwriters), for the sale by the Company of $800.0 million aggregate principal amount of 3.150% Senior Notes due 2029 (the Notes) for a public offering price of 99.957% of the principal amount of the notes. The purchase of
the Notes by the Underwriters is scheduled to close on July 29, 2019, subject to customary closing conditions. The Company intends to use the net proceeds from this offering to redeem prior to maturity all of its outstanding 3.875% Senior Notes
due 2019 in the aggregate principal amount of $400.0 million, plus a make-whole premium of approximately $1.1 million, and for general corporate purposes. Pending any such uses the Company will invest the net proceeds in short-term,
interest-bearing instruments.
The Company has filed with the Securities and Exchange Commission a Prospectus dated May 2, 2017 and a
Prospectus Supplement for the Notes dated July 24, 2019, each of which forms a part of the Companys Registration Statement on Form
S-3
(File
No. 333-217584)
(the Registration Statement) in connection with the public offering of the Notes. The Company is filing the item listed below as an exhibit to this Current Report on Form
8-K
for the purpose of incorporating it as an exhibit to the Registration Statement.
In connection with the
offering of the Notes, the legal opinion as to the legality of the Notes sold is being filed as Exhibit 5.1 to this Current Report on Form
8-K
and is incorporated by reference into this Item 8.01 and into the
Registration Statement.
Item 9.01
|
Financial Statements and Exhibits.
|
For the exhibits that are filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
|
|
(1)
|
|
UNDERWRITING AGREEMENT
|
|
|
(1.1)
|
|
Underwriting Agreement, dated July 24, 2019, among the Company, the guarantors named therein, BofA Securities, Inc., Goldman Sachs
& Co. LLC, and J.P. Morgan Securities LLC, for themselves and as representatives of the several underwriters named therein (filed herewith).
|
|
|
(5)
|
|
OPINION RE LEGALITY
|
|
|
(5.1)
|
|
Opinion of McDermott Will & Emery LLP dated July 29, 2019 (filed herewith).
|
|
|
(23)
|
|
CONSENTS OF EXPERTS AND COUNSEL
|
|
|
(23.1)
|
|
Consent of McDermott Will & Emery LLP (included in the legal opinion filed as Exhibit 5.1 to this Current Report on Form
8-K).
|
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.
|
|
|
|
|
|
|
|
|
July 29, 2019
|
|
|
|
CONSTELLATION BRANDS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
/s/ David Klein
|
|
|
|
|
|
|
|
|
David Klein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
Constellation Brands (NYSE:STZ.B)
Historical Stock Chart
From Jun 2024 to Jul 2024
Constellation Brands (NYSE:STZ.B)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Constellation Brands Inc (New York Stock Exchange): 0 recent articles
More Constellation Brands, Inc. News Articles