Constellation Brands, Inc. : Constellation Brands Completes Debt Offering
08/14/2012| 05:30pm US/Eastern
VICTOR, N.Y., August 14, 2012 - Constellation Brands, Inc.
(NYSE: STZ), the world's leading premium wine company,
announced today that it has completed the sale of $650
million aggregate principal amount of 4.625% Senior Notes due
March 2023. The notes are senior obligations that rank
equally with the company's other senior unsecured
indebtedness (except as described below). The notes are and
will be guaranteed by the subsidiaries that are guarantors
under the company's senior credit facility.
The company expects to use the approximately $641 million in
net proceeds (after estimated expenses of the offering and
underwriter discounts) from the sale of the notes, together
with additional term loan and revolver borrowings under the
senior credit facility and available cash, to finance the
company's pending acquisition of the 50% interest in
Crown Imports LLC not already owned by the company.
Crown Imports has the exclusive right to import, market
and sell Grupo Modelo's Mexican beer portfolio in the
United States. The company's acquisition of the 50%
interest in Crown Imports is conditioned on the closing of
the pending acquisition of Grupo Modelo S.A.B. de C.V. by
Anheuser-Busch InBev SA/NV, which is expected to be completed
in the first quarter of calendar 2013. If the
acquisition of the Crown Imports interest does not close for
any reason by December 30, 2013, all of the notes will
be redeemed at a price equal to 100% of their principal
amount, together with accrued and unpaid interest to the date
of redemption. The principal amount of the notes will be held
in escrow and pledged to secure the notes until used towards
paying the purchase price of the acquisition.
In addition, the company also has closed on an amendment to
its 2012 credit agreement, which provides for a $575 million
delayed draw term loan, which will be available to finance a
portion of the purchase price of the acquisition.
This news release is neither an offer to sell nor a
solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in
any jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The
offering was made only by means of a prospectus supplement
and the accompanying prospectus. Copies may be obtained
from Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Prospectus Department, 100 West 33rd Street, 3rd Floor, New
York, NY 10001, toll-free at 1-800-294-1322.
Alternatively, the prospectus and prospectus supplement
may be obtained by visiting EDGAR on the SEC website at
About Constellation Brands, Inc.
Constellation Brands is the world's leading premium wine
company, with a broad portfolio of premium products across
the wine, beer and spirits categories. Constellation
Brands' brand portfolio includes Robert Mondavi, Clos du
Bois, Kim Crawford, Inniskillin, Franciscan Estate, Mark
West, Ruffino, Simi, Estancia, Corona Extra, Black Velvet
Canadian Whisky and SVEDKA Vodka.
This news release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
Statements which are not historical facts and relate to
future plans, events or performance are forward-looking
statements that are based upon management's current
expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those
set forth in or implied by the forward-looking statements.
There can be no assurance that the transaction between
Constellation Brands and Anheuser-Busch InBev SA/NV regarding
the purchase by Constellation Brands of the 50% interest in
Crown Imports LLC which Constellation Brands does not already
own will occur or will occur on the timetable contemplated
hereby. The availability of financing under the
Company's senior credit facility is subject to
satisfaction of the terms and conditions contained within the
associated documents. All forward-looking statements
speak only as of the date of this news release.
Constellation Brands undertakes no obligation to update
or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.
In addition to risks associated with ordinary business
operations, the forward-looking statements contained in this
news release are subject to other risks and uncertainties,
including completion of the transaction between Constellation
Brands and Anheuser-Busch InBev SA/NV and the availability of
financing under the expected terms. Detailed
information regarding the risk factors with respect to the
Company and the offering are included with Constellation
Brands, Inc.'s filings with the Securities and Exchange
Commission, including the prospectus and prospectus
supplement for the offering and the Company's Annual
Report on Form 10-K for the fiscal year ended Feb. 29, 2012,
as supplemented by the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended May 31, 2012.
Angela Howland Blackwell: 585-678-7141
Cheryl Gossin: 585-678-7191
Patty Yahn-Urlaub: 585-678-7483
Bob Czudak: 585-678-7170