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Constellation Brands 8-K Report, Corporate Update (Jan 10, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed January 10, 2024
Period End
January 9, 2024
Security
STZ
In the record · 2016–202610-K1110-Q338-K237

STZ filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 237 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’18Sep ’18
  2. Leadership change8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed January 10, 2024. Cited figures are marked; the original filing is the authoritative source.

Constellation Brands, Inc. (STZ) filed this Current Report on Form 8-K to disclose that on January 9, 2024, it entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P.

Morgan Securities LLC, and Wells Fargo Securities, LLC, for the sale of $400.0 milliona aggregate principal amount of 4.800% Senior Notes due 2029. The notes are priced at 99.889% of principal amount, and the purchase by the underwriters is scheduled to close on January 11, 2024, subject to customary closing conditions. The Company intends to use the net proceeds for general corporate purposes, including working capital, funding capital expenditures, repayment of indebtedness, and other business opportunities.

The offering is being made under the Company's Registration Statement on Form S-3 (File No. 333-268289), with a Prospectus dated November 10, 2022, and a Prospectus Supplement dated January 9, 2024. The filing also includes the legal opinion of McDermott Will & Emery LLP regarding the legality of the notes, filed as Exhibit 5.1 and incorporated into the Registration Statement, along with the underwriting agreement as Exhibit 1.1 and the inline XBRL cover page as Exhibit 104.

02—Key points

Key Highlights

  1. Constellation Brands priced a $400.0 million offering of 4.800% Senior Notes due 2029.
  2. The notes were priced at 99.889% of principal amount.
  3. Underwriters are BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.
  4. The underwriting agreement is dated January 9, 2024, with closing scheduled for January 11, 2024, subject to customary closing conditions.
  5. Net proceeds are intended for general corporate purposes, including working capital, capital expenditures, debt repayment, and other business opportunities.
  6. The offering is made under Form S-3 Registration Statement (File No. 333-268289) using a Prospectus dated November 10, 2022 and a Prospectus Supplement dated January 9, 2024.
  7. McDermott Will & Emery LLP issued a legal opinion on the notes dated January 10, 2024 (Exhibit 5.1).

03—Questions

Frequently Asked Questions

  1. How much debt did Constellation Brands sell and on what terms?

    The Company sold $400.0 million aggregate principal amount of 4.800% Senior Notes due 2029 at a public offering price of 99.889% of the principal amount.

  2. When is the offering expected to close?

    The underwriters' purchase of the notes is scheduled to close on January 11, 2024, subject to customary closing conditions.

  3. What will Constellation Brands do with the proceeds?

    The Company intends to use the net proceeds for general corporate purposes, including working capital, funding capital expenditures, repayment of indebtedness, and other business opportunities.

  4. Under what registration is the notes offering being made?

    The offering is made under the Company's Registration Statement on Form S-3 (File No. 333-268289), with a Prospectus dated November 10, 2022 and a Prospectus Supplement dated January 9, 2024.

  5. Who underwrote the offering?

    BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, for themselves and as representatives of the underwriters named in the agreement.

04—Continue

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