On July 26, 2021, Constellation Brands, Inc. (the “Company”) and Manufacturers and Traders Trust Company, as trustee, entered into Supplemental Indenture No. 28 (the “Supplemental Indenture”), dated as of July 26, 2021, which supplemented the Indenture, dated as of April 17, 2012 (the “Base Indenture” and together with the Supplemental Indenture and the other prior supplemental indentures thereto, the “Indenture”). Under the Indenture, the Company issued $1.0 billion of 2.250% Senior Notes due 2031 for a public offering price of 99.555% of the principal amount of such notes (the “Notes”).
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-237773) filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2020 (the “Registration Statement”).
The Company will pay interest on the Notes on February 1 and August 1 of each year, commencing on February 1, 2022. The Notes will mature on August 1, 2031. The Company may redeem the Notes, in whole or in part, at its option, under the terms provided in the Supplemental Indenture. The Indenture contains certain “Events of Default” (as defined in the Supplemental Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and payable. Terms of the Indenture and the Notes are more fully described in the section entitled “Description of the Notes” of the Prospectus Supplement dated July 21, 2021, that was filed with the SEC on July 23, 2021, and the term sheet of the Notes dated July 21, 2021, that was filed as a Free Writing Prospectus with the SEC on July 21, 2021.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to (i) Supplemental Indenture No. 28 filed as Exhibit 4.1 hereto (and the form of 2.250% Senior Note due 2031, which is included in Exhibit 4.1 hereto), which is incorporated by reference into this Item 8.01, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
| Item 9.01 | Financial Statements and Exhibits. |
For the exhibit that is filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
