Item 8.01 Other Events.
On July 21, 2021, Constellation Brands, Inc. ("the Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities,
Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, for themselves
and as representatives of the underwriters named therein (the "Underwriters"),
for the sale by the Company of $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 purchase of the Notes by the Underwriters is scheduled to close on
July 26, 2021, subject to customary closing conditions. The Company intends to
use the net proceeds from this offering to redeem prior to maturity all of its
outstanding 2.700% Senior Notes due 2022 in the aggregate principal amount of
$500.0 million, plus a make-whole premium of approximately $8 million, and for
general corporate purposes, which may include the repayment of near-term debt
maturities. Pending any such uses the Company will invest the net proceeds in
short-term, interest bearing instruments.
The Company has filed with the Securities and Exchange Commission a Prospectus
dated April 21, 2020 and a Prospectus Supplement for the Notes dated July 21,
2021, each of which forms a part of the Company's Registration Statement on Form
S-3 (File No. 333-237773) (the "Registration Statement") in connection with the
public offering of the Notes. The Company is filing the item listed below as an
exhibit to this Current Report on Form 8-K for the purpose of incorporating it
as an exhibit to the Registration Statement.
In connection with the offering of the Notes, the legal opinion as to the
legality of the Notes sold is being filed as Exhibit 5.1 to this Current Report
on Form 8-K and is incorporated by reference into this Item 8.01 and into the
Registration Statement.
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