Item 8.01 Other Events.
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
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.
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