01—Abstract
Summary
Summary of the 8-K filed May 1, 2025. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. (STZ) reported in this Form 8-K, filed May 1, 2025, that on May 1, 2025 it entered into Supplemental Indenture No. 35 with Manufacturers and Traders Trust Company, as trustee.
Under the Indenture, the company issued $500.0 milliona aggregate principal amount of 4.800% Senior Notes due 2030 at a public offering price of 99.824% of principal amount. The notes were registered under the company's Form S-3 (File No. 333-268289) filed November 10, 2022, and are described in the Prospectus Supplement dated April 29, 2025, filed with the SEC on April 30, 2025. The notes pay interest semi-annually on May 1 and November 1, beginning November 1, 2025, and mature on May 1, 2030.
The company may redeem the notes in whole or in part at its option under the terms of the Supplemental Indenture. The indenture contains customary events of default, including non-payment of principal, premium or interest, failure to comply with covenants, cross-payment default or acceleration on indebtedness above $200.0 millionb, and bankruptcy or insolvency events. Holders of at least 25% of the outstanding notes may declare the amounts due upon an uncured event of default.
Customary covenants cover liens and sale-and-leaseback transactions. For investors, the filing is a debt financing disclosure rather than an earnings or operational update. It documents the terms of a new $500.0 millionc senior unsecured-style note issuance and the related contractual protections, and it incorporates the full terms by reference to Exhibit 4.1.
02—Key points
Key Highlights
- Issued $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030
- Public offering price of 99.824% of principal amount
- Notes mature May 1, 2030; interest payable May 1 and November 1, starting November 1, 2025
- Company may redeem the notes in whole or in part at its option under the Supplemental Indenture terms
- Covenants include limits on liens and sale and leaseback transactions
- Cross-default trigger set at indebtedness above $200.0 million, with 30-day cure period
- Notes were issued under Form S-3 (File No. 333-268289) and described in the April 29, 2025 Prospectus Supplement
03—Questions
Frequently Asked Questions
What did Constellation Brands issue in this filing?
The company issued $500.0 million aggregate principal amount of 4.800% Senior Notes due 2030 under Supplemental Indenture No. 35, dated May 1, 2025, with Manufacturers and Traders Trust Company as trustee.
At what price were the notes sold?
The notes were sold in a public offering at 99.824% of their principal amount.
When do the notes mature and when are interest payments made?
The notes mature on May 1, 2030. Interest is payable on May 1 and November 1 of each year, beginning November 1, 2025.
What protections do noteholders have?
The indenture includes customary events of default, such as non-payment of principal, premium or interest, covenant failures, cross-default on indebtedness above $200.0 million not discharged or accelerated within 30 days of notice, and bankruptcy or insolvency events. Holders of at least 25% of outstanding notes may declare amounts due upon an uncured default. Covenants restrict liens and sale and leaseback transactions.
Can the company redeem the notes early?
Yes, the company may redeem the notes, in whole or in part, at its option under the terms set out in the Supplemental Indenture. The filing does not restate those redemption terms.
04—Continue