Current Report Filing (8-k)
February 01 2018 - 3:33PM
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)
January 29,
2018
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 8.01 Other Events.
On January 29, 2018, 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 the underwriters named therein
(the Underwriters) for the sale by the Company of $1.9 billion aggregate principal amount of Senior Notes, consisting of (i) $600.0 million of 3.200% Senior Notes due 2023 for a public offering price of 99.907% of the principal
amount of such notes; (ii) $700.0 million of 3.600% Senior Notes due 2028 for a public offering price of 99.807% of the principal amount of such notes; and (iii) $600.0 million of 4.100% Senior Notes due 2048 for a public offering price of
99.656% of the principal amount of such notes (collectively, the Notes). The purchase of the Notes by the Underwriters is scheduled to close on February 7, 2018, subject to customary closing conditions. The Company intends to use
approximately $674.4 million of the net proceeds from this offering to redeem prior to maturity its outstanding 6.000% Senior Notes due 2022 in the aggregate principal amount of $600.0 million, plus a make-whole premium of approximately
$74.4 million, and use the remaining net proceeds for other general corporate purposes.
The Company has filed with the Securities
and Exchange Commission a Prospectus dated May 2, 2017 and a Prospectus Supplement for the Notes dated January 29, 2018, 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.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
The following exhibit is filed as part of this Current Report on Form
8-K:
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated January 29, 2018, among the Company, the guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, for themselves and as
representatives of the several underwriters named therein.
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INDEX TO EXHIBITS
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: February 1, 2018
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CONSTELLATION BRANDS, INC.
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By:
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/s/ David Klein
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David Klein
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Executive Vice President and
Chief
Financial Officer
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