Constellation Brands Updates Canopy Growth Stake

TL;DR

Constellation Brands filed an amendment (13D/A) on Canopy Growth, updating their ownership details.

AI Summary

Constellation Brands, Inc. and its affiliates have amended their Schedule 13D filing regarding Canopy Growth Corporation as of April 19, 2024. This amendment reflects changes in their beneficial ownership of Canopy Growth's common shares. The filing details the group members involved in this ownership structure, including various Constellation Brands entities and Greenstar entities.

Why It Matters

This filing provides insight into the evolving relationship and ownership stake of a major beverage company in a cannabis producer, which could signal future strategic moves or financial commitments.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in strategy or financial health, impacting the company's stock performance.

Key Players & Entities

• Constellation Brands, Inc. (company) — Filing entity and major shareholder
• Canopy Growth Corporation (company) — Subject company
• CBG HOLDINGS LLC (company) — Group member
• CONSTELLATION BRANDS CANADA HOLDINGS ULC (company) — Group member
• CONSTELLATION CAPITAL LLC (company) — Group member
• CONSTELLATION INTERNATIONAL HOLDINGS LTD (company) — Group member
• GREENSTAR CANADA INVESTMENT CORP (company) — Group member
• GREENSTAR II HOLDINGS LLC (company) — Group member
• GREENSTAR II LLC (company) — Group member
• Greenstar Canada Investment Limited Partnership (company) — Filing entity

FAQ

Key Financial Figures

• $81.2 million — ) Greenstar LP exchanged approximately C$81.2 million of the principal amount of the Issuers
• $100 million — of the principal amount of the Issuers C$100 million promissory note due 2024 (the Note) for
• $8.91 — lculated based on a price per share of C$8.91. Pursuant to their terms, Exchangeabl

Filing Documents

• d823440dsc13da.htm (SC 13D/A) — 234KB
• d823440dex991.htm (EX-99.1) — 8KB
• d823440dex992.htm (EX-99.2) — 8KB
• d823440dex993.htm (EX-99.3) — 100KB
• d823440dex994.htm (EX-99.4) — 17KB
• 0001193125-24-103016.txt ( ) — 369KB

of the Schedule 13D is hereby revised and supplemented with the following

Item 3 of the Schedule 13D is hereby revised and supplemented with the following: As described below in Item 4, (i) CBG and Greenstar LP exchanged their Common Shares of the Issuer for non-voting and non-participating Exchangeable Shares (Exchangeable Shares) of the Issuer, and (ii) Greenstar LP exchanged approximately C$81.2 million of the principal amount of the Issuers C$100 million promissory note due 2024 (the Note) for Exchangeable Shares of the Issuer. Item4. Purpose of Transaction.

of the Schedule 13D is hereby revised and supplemented with the following

Item 4 of the Schedule 13D is hereby revised and supplemented with the following: On April 18, 2024, CBG and Greenstar LP exchanged their Common Shares of the Issuer for Exchangeable Shares on a one-for-one basis. The amendment to the Issuers share capital and the creation of Exchangeable Shares were authorized by the Issuers shareholders at a special meeting held on April 12, 2024. Greenstar LP also entered into an Exchange Agreement, dated April 18, 2024 (the Exchange Agreement), with Canopy, pursuant to which Greenstar LP agreed to exchange approximately C$81.2 million of the principal amount of the Note for Exchangeable Shares of Canopy. Pursuant to the Exchange Agreement, Greenstar LP forgave all accrued but unpaid interest on the Note together with the remaining principal amount of the Note. Pursuant to the terms of the Exchange Agreement, an aggregate of 9,111,549 Exchangeable Shares were issued to Greenstar LP on April 18, 2024, which was calculated based on a price per share of C$8.91. Pursuant to their terms, Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. Greenstar and CBG do not intend to convert any of their outstanding Exchangeable Shares for Common Shares or own any Common Shares, in each case until such time as the U.S. domestic sale of marijuana could not reasonably be expected to violate the Controlled Substances Act, the Civil Asset Forfeiture Reform Act (as it relates to violation of the Controlled Substances Act) and all related applicable anti-money laundering laws. For Schedule 13D reporting purposes, CBG and Greenstar LP will be deemed to beneficially own Common Shares issuable on conversion of Exchangeable Shares. All board nominees of Constellation resigned from the Issuers board of directors effective April 18, 2024. Except as previously disclosed in the Schedule 13D or set forth in this Amendment, the Reporting Persons have no present plans or proposals that

of the Schedule 13D is hereby revised and supplemented with the following

Item 6 of the Schedule 13D is hereby revised and supplemented with the following: In connection with the exchange described in Item 4 above, CBG, Greenstar LP, and the Issuer have terminated the investor rights agreement, administrative services agreement, co-development agreement, and all other commercial arrangements between them and their subsidiaries, other than the consent agreement pursuant to which CBG and Greenstar LP consented to the amendment to the Issuers share capital, certain termination agreements, and the Exchange Agreement. The form of termination agreements were filed with Exhibit 99.1 to the Ninth Amendment. As a result, CBG and Greenstar LP have no further governance rights in relation to the Issuer, including rights to nominate members to the Board of Directors of the Issuer, or approval or consulting rights related to certain transactions. All board nominees of Constellation resigned from the Issuers Board of Directors effective April 18, 2024. As described above in Item 4, which is incorporated herein by reference, Greenstar LP entered into the Exchange Agreement. Other than as described in this Amendment and the Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities, including Common Shares. Page 13 Item7. Material to Be Filed as Exhibits. Exhibit 99.1 Notice of Conversion of Common Shares by Greenstar Canada Investment Limited Partnership. Exhibit 99.2 Notice of Conversion of Common Shares by CBG Holdings LLC. Exhibit 99.3 Exchange Agreement, dated April 18, 2024, between Greenstar Canada Investment Limited Partnership and Canopy Growth Corporation. Exhibit 99.4 Joint Filing Agreement among the Reporting Persons dated April 19, 2024. Page 14 Signature After reasonable inquiry and to the best of the undersigneds knowledge and belief I certify that the information set forth in th

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View this SC 13D/A filing on SEC EDGAR