Constellation Brands Files 8-K

TL;DR

Constellation Brands dropped an 8-K, check it for updates.

AI Summary

Constellation Brands, Inc. filed an 8-K on April 18, 2024, reporting on various events. The filing includes information related to Regulation FD disclosures, other events, and financial statements and exhibits. Specific details regarding material events or financial performance are not detailed in the provided excerpt.

Why It Matters

This filing provides official updates from Constellation Brands to the SEC, which can contain material information impacting investors and the company's stock.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not appear to contain immediate negative news.

Key Numbers

• 001-08495 — SEC File Number (Identifier for Constellation Brands' SEC filings)
• 16-0716709 — IRS Employer Identification No. (Tax identification for Constellation Brands)

Key Players & Entities

• CONSTELLATION BRANDS, INC. (company) — Registrant
• 0000016918 (company) — Central Index Key
• 207 High Point Drive, Building 100, Victor, NY 14564 (location) — Principal executive offices

FAQ

Key Financial Figures

• $81.2 million — anopy agreed to exchange approximately C$81.2 million of the principal amount of the C$100 mi
• $100 million — million of the principal amount of the C$100 million promissory note due December 2024 issue
• $8.91 — lculated based on a price per share of C$8.91. Pursuant to the exchange agreement wit

Filing Documents

• stz-20240418.htm (8-K) — 33KB
• stzex991_04182024canopyupd.htm (EX-99.1) — 18KB
• pressreleaseheader.jpg (GRAPHIC) — 181KB
• pressreleasep2.jpg (GRAPHIC) — 298KB
• 0000016918-24-000051.txt ( ) — 869KB
• stz-20240418.xsd (EX-101.SCH) — 2KB
• stz-20240418_def.xml (EX-101.DEF) — 15KB
• stz-20240418_lab.xml (EX-101.LAB) — 26KB
• stz-20240418_pre.xml (EX-101.PRE) — 15KB
• stz-20240418_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 18, 2024, Constellation Brands, Inc. ("Constellation" or the "Company") issued a news release (the "release") announcing that (i) its indirect, wholly-owned subsidiaries, Greenstar Canada Investment Limited Partnership ("Greenstar") and CBG Holdings LLC ("CBG"), converted (the "Conversion") their common shares ("Common Shares") of Canopy Growth Corporation ("Canopy") for non-voting and non-participating exchangeable shares of Canopy ("Exchangeable Shares"), and (ii) Greenstar and Canopy agreed to exchange approximately C$81.2 million of the principal amount of the C$100 million promissory note due December 2024 issued by Canopy (the "Note") for Exchangeable Shares (the "Note Exchange"). A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. References to Constellation's website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites, or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. As previously reported, in October 2022, Greenstar and CBG entered into a consent agreement (the "Consent Agreement") and a voting support agreement with Canopy in respect of Canopy's proposal to amend its share capital to (a) provide for the creation of Exchangeable Shares, and (b) restate the rights of Common Shares to provide for the conversion of Common Shares into Exchangeable Shares on a one-for-one basis at any time at the option of the holder of such shares (the "Amendment"). Also as previously reported, in October 2022, Constellation entered into Amendment No. 1 (the "Credit Agreement Amendment") to the Tenth Amended and Restated Credit Agreement, dated as of April 14, 2022, by and among Constellation, CB International Finance S. r.l., Bank of America, N.A. and certain other lenders party thereto (the "Credit Agreement"). On April 15, 2024, Canopy announced that the Amendment was approved by Canopy's shareholders. On April 18, 2024, Greenstar and CBG exchanged their Common Shares for Exchangeable Shares. Canopy also issued Greenstar 9,111,549 Exchangeable Shares in connection with the Note Exchange, calculated based on a price per share of C$8.91. Pursuant to the exchange agreement with respect to the Note, Greenstar forgave all accrued but unpaid interest on the Note together with the remaining principal amount of the Note. Following the Conversion and the Note Exchange, Greenstar and CBG now hold an aggregate of 26,261,474 Exchangeable Shares and no other securities of Canopy. In connection with the Conversion, Greenstar, CBG, and Canopy 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, certain termination agreements, and the exchange agreement with respect to the Note. In addition, all Constellation board nominees resigned from Canopy's board of directors effecti

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. INDEX TO EXHIBITS Exhibit No. Description 99.1 News Release of Constellation Brands, Inc. dated April 1 8 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 18, 2024 CONSTELLATION BRANDS, INC. By: /s/ Garth Hankinson Garth Hankinson Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR