UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 17, 2007
CONSTELLATION BRANDS, INC. |
| (Exact name of registrant as specified in its charter) |
Delaware | | 001-08495 | | 16-0716709 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
370 Woodcliff Drive, Suite 300, Fairport, NY 14450
(Address of Principal Executive Offices) (Zip Code)
| Registrant’s telephone number, including area code | | (585) 218-3600 |
Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. | Regulation FD Disclosure. |
On December 17, 2007, Constellation Brands, Inc. (“Constellation”) issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference, announcing the completion of Constellation’s acquisition of the Fortune Brands, Inc. wine business in the United States.
References to Constellation’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
On December 17, 2007, Constellation completed its previously announced acquisition of Beam Wine Estates, Inc. (“BWE”) from a wholly-owned subsidiary of Fortune Brands, Inc. The acquisition was completed through Constellation’s wholly-owned subsidiary Constellation Wines U.S., Inc. (“CWUS”), pursuant to the terms of a Stock Purchase Agreement dated as of November 9, 2007 by and between Beam Global Spirits & Wine, Inc. and Constellation Brands, Inc. (the “Stock Purchase Agreement”). BWE owns all of the outstanding stock of its subsidiaries: Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois Wines, Inc., Gary Farrell Wines, Inc. and Peak Wines International, Inc. As a result of this acquisition, Constellation has acquired the United States wine portfolio of Fortune Brands, Inc., including certain wineries, vineyards or interests therein in the State of California.
Constellation acquired BWE, together with BWE’s subsidiaries, on a cash and debt-free basis for approximately $885 million in cash, subject to certain purchase price adjustments. Constellation financed the acquisition using net proceeds from the previously reported sale on December 5, 2007 of $500 million aggregate principal amount of its 8 3/8% Senior Notes due 2014 and borrowings under the revolving portion of Constellation’s Credit Agreement dated as of June 5, 2006, as amended.
Item 9.01. | Financial Statements and Exhibits. |
| | (a) | Financial statements of businesses acquired. |
| | | |
| | | Not applicable. |
| | | |
| | (b) | Pro forma financial information. |
| | | |
| | | Not applicable. |
| | | |
| | (c) | Shell company transactions. |
| | | |
| | | Not applicable. |
| | | |
| | (d) | Exhibits. |
| | | |
| | | The following exhibit is furnished as part of this Current Report on Form 8-K: |
| | Exhibit No. | Description |
| | 99.1 | News Release of Constellation Brands, Inc. dated December 17, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 18, 2007 | | CONSTELLATION BRANDS, INC. |
| | |
| | By: /s/ Robert Ryder |
| | | Robert Ryder |
| | | Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
| (1) | UNDERWRITING AGREEMENT |
| | |
| | Not Applicable. |
| | |
| (2) | PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION |
| | |
| | Not Applicable. |
| | |
| (3) | ARTICLES OF INCORPORATION AND BYLAWS |
| | |
| | Not Applicable. |
| | |
| (4) | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES |
| | |
| | Not Applicable. |
| | |
| (7) | CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW |
| | |
| | Not Applicable. |
| | |
| (14) | CODE OF ETHICS |
| | |
| | Not Applicable. |
| | |
| (16) | LETTER RE CHANGE IN CERTIFYING ACCOUNTANT |
| | |
| | Not Applicable. |
| | |
| (17) | CORRESPONDENCE ON DEPARTURE OF DIRECTOR |
| | |
| | Not Applicable. |
| | |
| (20) | OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS |
| | |
| | Not Applicable. |
| | |
| (23) | CONSENTS OF EXPERTS AND COUNSEL |
| | |
| | Not Applicable. |
| | |
| (24) | POWER OF ATTORNEY |
| | |
| | Not Applicable. |
| | |
| (99) | ADDITIONAL EXHIBITS |
| | |
| (99.1) | News Release of Constellation Brands, Inc. dated December 17, 2007. |
| | |
| (100) | XBRL-RELATED DOCUMENTS |
| | |
| | Not Applicable. |
