01—Abstract
Summary
Summary of the 8-K filed April 28, 2025. Cited figures are marked; the original filing is the authoritative source.
On April 28, 2025, Constellation Brands, Inc. entered into a Restatement Agreement with CB International Finance S.à r.l.
(an indirect wholly owned subsidiary organized in Luxembourg) and Bank of America, N.A., as administrative agent, with certain lenders. The agreement amends and restates the Tenth Amended and Restated Credit Agreement dated April 14, 2022, creating the Eleventh Restated Credit Agreement. The principal changes are: refinancing the existing $2.25 billiona of aggregate commitments under the senior unsecured revolving credit facility, extending its maturity to April 28, 2030, and increasing the general liens basket from 7.5% to 10.0% of consolidated tangible assets.
The Company unconditionally and irrevocably guarantees CBIF's obligations under the agreement, as well as hedge, cash management, and other monetary obligations of certain subsidiaries. The filing also discloses that certain lenders and the administrative agent and their affiliates have provided and may provide various banking, investment banking, lending, and advisory services to the Company for customary fees, and that the Company has entered into derivative arrangements with some of them.
One lender is also the indenture trustee for certain of the Company's notes. Some lenders and agent affiliates also lend to Sands family investment vehicles, which are in some cases affiliates of the Company, secured by pledges of Class A common stock.
02—Key points
Key Highlights
- Entered into a Restatement Agreement on April 28, 2025, creating the Eleventh Restated Credit Agreement with Bank of America, N.A. as administrative agent
- Refinanced the existing $2.25 billion of aggregate revolving credit commitments under the senior unsecured revolving credit facility
- Extended the revolving credit facility maturity to April 28, 2030
- Increased the general liens basket from 7.5% to 10.0% of consolidated tangible assets
- Constellation Brands unconditionally and irrevocably guarantees CBIF's obligations and certain subsidiaries' hedge and cash management obligations
- Disclosed existing banking, derivative, and trustee relationships between the company and certain lenders, plus lending by some lenders to Sands family vehicles secured by Class A common stock
03—Questions
Frequently Asked Questions
Who are the parties to the amended credit agreement?
The Company, CB International Finance S.à r.l. (an indirect wholly owned Luxembourg subsidiary), Bank of America, N.A. as administrative agent, and certain other lenders entered into the Restatement Agreement.
What is the new maturity date of the revolving credit facility?
The maturity was extended to April 28, 2030.
What is the size of the facility?
The filing states the existing aggregate commitments of $2.25 billion under the senior unsecured revolving credit facility were refinanced; the filing does not separately state a new commitment amount.
Does the Company guarantee the borrowings?
Yes. The Company unconditionally and irrevocably guarantees CBIF's indebtedness and monetary obligations under the Eleventh Restated Credit Agreement, along with hedge and cash management obligations of certain subsidiaries.
Where can the full terms be found?
The Restatement Agreement, including the Eleventh Restated Credit Agreement, is filed as Exhibit 4.1 to this Form 8-K, with certain schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.
04—Continue