01—Abstract
Summary
Summary of the 8-K filed October 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Constellation Brands, Inc. filed this Current Report on Form 8-K to report two items.
Under Item 1.02, the company terminated its Term Loan Credit Agreement dated May 9, 2025, with Bank of America, N.A., as administrative agent. That agreement provided for a $500 milliona delayed draw term loan. The company gave notice on October 16, 2025, and the termination is effective October 21, 2025.
The commitments would otherwise have terminated on November 7, 2025. The company had no borrowings outstanding under the facility and incurred no early termination penalties. Under Item 8.01, the company entered into Supplemental Indenture No. 36 with Manufacturers and Traders Trust Company, as trustee, dated October 17, 2025.
Under this indenture, the company issued $500.0 millionb aggregate principal amount of 4.950% Senior Notes due 2035 at a public offering price of 99.716% of principal. The notes were registered under the company's Form S-3 (File No. 333-268289), filed November 10, 2022. Interest is payable May 1 and November 1 each year, beginning May 1, 2026, and the notes mature November 1, 2035.
The company may redeem the notes in whole or in part at its option. The filing describes the supplemental indenture's customary events of default, including cross-acceleration on indebtedness above $200.0 millionc, and covenants on liens and sale-leaseback transactions. The filing states that the terms of the notes are more fully described in the "Description of the Notes" section of the prospectus supplement dated October 15, 2025, which was filed with the SEC on October 16, 2025.
02—Key points
Key Highlights
- Terminated the $500 million delayed draw Term Loan Credit Agreement (dated May 9, 2025) with Bank of America, N.A., as administrative agent, effective October 21, 2025, ahead of its scheduled November 7, 2025 expiration.
- No borrowings were outstanding under the terminated term loan, and no early termination penalties were incurred.
- Issued $500.0 million of 4.950% Senior Notes due November 1, 2035, at a public offering price of 99.716% of principal amount.
- Interest on the new notes is payable May 1 and November 1 each year, beginning May 1, 2026, and the company may redeem the notes in whole or in part at its option.
- The notes were issued under Supplemental Indenture No. 36, dated October 17, 2025, with Manufacturers and Traders Trust Company as trustee, and were registered under Form S-3 (File No. 333-268289).
- Events of default include cross-acceleration on indebtedness exceeding $200.0 million, and the indenture contains covenants on liens and sale-leaseback transactions.
- Full note terms are described in the prospectus supplement dated October 15, 2025, filed with the SEC on October 16, 2025.
03—Questions
Frequently Asked Questions
Why did Constellation Brands terminate its $500 million term loan facility?
The filing does not state a reason for the termination. It notes only that the company submitted notice on October 16, 2025, that it had no borrowings outstanding, and that no early termination penalties were incurred.
What are the key terms of the new $500 million senior notes?
The notes carry a 4.950% coupon and mature November 1, 2035. They were issued at 99.716% of principal amount. Interest is payable semi-annually on May 1 and November 1, beginning May 1, 2026. The company may redeem them in whole or in part at its option.
What events could trigger a default on the notes?
Events of default include non-payment of principal, premium, or interest (with interest defaults continuing for 30 days), failure to comply with the supplemental indenture, failure to pay or cure acceleration of other indebtedness exceeding $200.0 million, and specified bankruptcy, insolvency, or reorganization events. Holders of at least 25% of the outstanding notes may declare the notes due and payable upon a continuing default.
Are the notes registered for public sale?
Yes. The filing states that the notes were registered under the Securities Act of 1933 pursuant to the company's Registration Statement on Form S-3 (File No. 333-268289), filed with the SEC on November 10, 2022.
Where can investors find the complete terms of the notes and indenture?
The filing refers readers to the "Description of the Notes" section of the prospectus supplement dated October 15, 2025, filed with the SEC on October 16, 2025. The full Supplemental Indenture No. 36 is filed as Exhibit 4.1 to the 8-K.
04—Continue