Item 8.01 Other Events.
On October 29, 2018, Constellation Brands, Inc. (the “Company”), certain subsidiaries of the Company acting as guarantors (the “Guarantors”) and Manufacturers and Traders Trust Company, as trustee, entered into Supplemental Indenture No. 21, Supplemental Indenture No. 22, Supplemental Indenture No. 23 and Supplemental Indenture No. 24 (collectively, the “Supplemental Indentures”), each dated as of October 29, 2018, which supplemented the Indenture, dated as of April 17, 2012 (the “Base Indenture” and together with the Supplemental Indentures and the other prior supplemental indentures thereto, the “Indenture”). Under the Indenture, the Company issued (i) $650.0 million of Senior Floating Rate Notes due 2021; (ii) $500.0 million of 4.400% Senior Notes due 2025 for a public offering price of 99.812% of the principal amount of such notes; (iii) $500.0 million of 4.650% Senior Notes due 2028 for a public offering price of 99.720% of the principal amount of such notes; and (iv) $500.0 million of 5.250% Senior Notes due 2048 for a public offering price of 99.592% of the principal amount of such notes (collectively, the “Notes”).
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement onForm S-3 (File No. 333-217584) filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2017 (the “Registration Statement”).
For a complete description of the terms and conditions of the Notes and the Supplemental Indentures, please refer to the Prospectus Supplement dated October 22, 2018 that was filed with the SEC on October 24, 2018, and the term sheets for each series of the Notes dated October 22, 2018 that were filed as Free Writing Prospectuses with the SEC on October 22, 2018.
The foregoing summary of each of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to (i) (A) the Supplemental Indenture No. 21 filed as Exhibit 4.1 hereto (and the form of Senior Floating Rate Notes due 2021 and related guarantees, which are included in Exhibit 4.1 hereto), (B) the Supplemental Indenture No. 22 filed as Exhibit 4.2 hereto (and the form of 4.400% Senior Notes due 2025 and related guarantees, which are included in Exhibit 4.2 hereto), (C) the Supplemental Indenture No. 23 filed as Exhibit 4.3 hereto (and the form of 4.650% Senior Notes due 2028 and related guarantees, which are included in Exhibit 4.3 hereto), and (D) the Supplemental Indenture No. 24 filed as Exhibit 4.4 hereto (and the form of 5.250% Senior Notes due 2048 and related guarantees, which are included in Exhibit 4.4 hereto), each of which is incorporated by reference into this Item 8.01 and into the Registration Statement, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report onForm 8-K filed with the SEC on April 23, 2012.
