UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 28, 2025 (the “Effective Date”), Constellation Brands, Inc. (the “Company”), CB International Finance S.à r.l., an indirect wholly owned subsidiary of the Company organized under the laws of Luxembourg (“CBIF” and together with the Company, the “Borrowers”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) and certain other lenders (the “Credit Agreement Lenders”), entered into a Restatement Agreement (the “Restatement Agreement”) that amended and restated the Tenth Amended and Restated Credit Agreement dated as of April 14, 2022, by and among the Company, CBIF, the Administrative Agent and the other lenders thereto (the “Tenth Restated Credit Agreement” and as amended and restated by the Restatement Agreement, the “Eleventh Restated Credit Agreement”).
The principal changes to the Tenth Restated Credit Agreement effected by the Restatement Agreement are (i) refinancing the existing $2.25 billion of aggregate commitments under the senior unsecured revolving credit facility under the Tenth Restated Credit Agreement, (ii) extending its maturity to April 28, 2030, and (iii) increasing the general liens basket from an aggregate amount not to exceed 7.5% of consolidated tangible assets to an aggregate amount not to exceed 10.0% of consolidated tangible assets.
The Company unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Credit Agreement Lenders (i) the prompt and complete payment and performance of the indebtedness and other monetary obligations of CBIF under the Eleventh Restated Credit Agreement and (ii) the hedge and cash management indebtedness and other monetary obligations of certain subsidiaries as described in the Eleventh Restated Credit Agreement.
Certain of the Credit Agreement Lenders, the Administrative Agent and their affiliates have performed, and may in the future perform, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative arrangements with certain of the Credit Agreement Lenders and their affiliates. In addition, one of the Credit Agreement Lenders is the trustee under an indenture for certain of the Company’s outstanding notes. Certain of the Credit Agreement Lenders or their affiliates and affiliates of the Administrative Agent are lenders under certain credit facilities to Sands family investment vehicles that, because of their relationship with members of the Sands family, are in some cases affiliates of the Company. Such credit facilities are secured by pledges of shares of class A common stock of the Company and other credit support from certain members of the Sands family.
The foregoing description of the Restatement Agreement and Eleventh Restated Credit Agreement is a summary and is qualified in its entirety by reference to the Restatement Agreement including the Eleventh Restated Credit Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The Borrowers entered into the Restatement Agreement and Eleventh Restated Credit Agreement on the Effective Date. See Item 1.01 which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
INDEX TO EXHIBITS
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
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: April 28, 2025 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||