01—Abstract
Summary
Summary of the 8-K filed October 16, 2025. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. entered into an underwriting agreement on October 15, 2025 with BofA Securities, Inc., BBVA Securities Inc., J.P.
Morgan Securities LLC, and Wells Fargo Securities, LLC, for the sale by the Company of $500.0 milliona aggregate principal amount of 4.950% Senior Notes due 2035. The notes are being sold at a public offering price of 99.716% of principal amount, and the purchase by the Underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions. The Company states it intends to use the net proceeds for general corporate purposes, including to redeem all of its outstanding 4.400% Senior Notes due 2025 in the aggregate principal amount of $500 million.
The offering is made under the Company's Form S-3 registration statement (File No. 333-268289), using a prospectus dated November 10, 2022 and a prospectus supplement dated October 15, 2025. The filing also includes a legal opinion from McDermott Will & Schulte LLP dated October 16, 2025, regarding the legality of the notes, which is filed as Exhibit 5.1 and incorporated into the registration statement. The filing is primarily administrative in nature, documenting the debt issuance and the refinancing of the 2025 notes.
02—Key points
Key Highlights
- Issuance of $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035
- Notes priced at 99.716% of principal amount under an underwriting agreement dated October 15, 2025
- Closing of the note purchase scheduled for October 17, 2025, subject to customary conditions
- Net proceeds intended for general corporate purposes, including redemption of all $500 million of 4.400% Senior Notes due 2025
- Offering conducted under Form S-3 registration statement (File No. 333-268289) with prospectus dated November 10, 2022 and supplement dated October 15, 2025
- Legal opinion from McDermott Will & Schulte LLP dated October 16, 2025 filed as Exhibit 5.1
03—Questions
Frequently Asked Questions
How much debt is Constellation Brands issuing and on what terms?
The Company is selling $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035 at a public offering price of 99.716% of the principal amount, under an underwriting agreement dated October 15, 2025.
Who are the underwriters for the notes offering?
The underwriters are BofA Securities, Inc., BBVA Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, acting for themselves and as representatives of the underwriters named in the agreement.
When is the offering expected to close?
The purchase of the notes by the Underwriters is scheduled to close on October 17, 2025, subject to customary closing conditions.
What will the company do with the proceeds?
The Company intends to use the net proceeds for general corporate purposes, including to redeem all of its outstanding $500 million 4.400% Senior Notes due 2025.
Under what registration is the offering being made?
The notes are offered 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 October 15, 2025.
04—Continue