Constellation Brands Announces Expiry of Tender Offers

VICTOR, NY, May 09, 2022 (GLOBE NEWSWIRE) — Constellation Brands, Inc. (NYSE: STZ and STZ.B), a leading beverage alcohol company, today announced that the previously announced series of cash tender offers (the “Offers”) for all of its 3.20% senior notes due 2023 (the “3.20% Notes”) and the 4.25% Senior Notes due 2023 (the “4.25% Notes” and, together with the 3.20% Bonds, the “2023 Bonds”), expired on Friday, May 6, 2022 at 5:00 p.m., New York City time (the “Expiration Time”). The offers were made on the terms and subject to the conditions set forth in the offer to purchase dated May 2, 2022 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase. purchase (the “Guaranteed Delivery Notice”). The Offer to Purchase and the Notice of Guaranteed Delivery are together referred to as the “Offer Documents”.

Based on information provided by DF King & Co., Inc., the Tender Agent and Tender Information Agent, (i) $401,778,000, or 66.96%, of the aggregate outstanding principal amount of $600,000,000 of the 3.20% Notes and (ii) $680,128,000, or 64.77%, of the aggregate outstanding principal amount of $1,050,000,000 of the 4 .25% had been validly deposited and delivered (and not validly withdrawn) under the Offers by the Expiry Time at the latest. In addition, 3.20% Notes in the aggregate principal amount of $35,000 and 4.25% Notes in the aggregate principal amount of $252,000 remain subject to guaranteed delivery procedures. Payment for 2023 Bonds validly tendered pursuant to the Offers (and not validly withdrawn) prior to the Expiry Time and accepted for purchase is deemed to be made on or about May 9, 2022 (the “Settlement Date”), and payment for 2023 Bonds validly delivered under a Notice of Guaranteed Delivery (and not validly withdrawn) prior to the Expiry Time and accepted for purchase must be made on or about May 11, 2022 (the “Date of Guaranteed Delivery Regulations”).

As previously announced, the applicable “Tender Offer Consideration” will be $1,008.81 for each $1,000 principal amount of 3.20% Notes and $1,015.39 for each in principal of $1,000 of 4.25% Notes, plus accrued and unpaid interest up to, but not including, the settlement date, payable on the settlement date or on the settlement date of guaranteed delivery, whichever the case.

The Offers have been made solely pursuant to the Offer Documents and have not been made to holders of 2023 Bonds in any jurisdiction in which the making or acceptance thereof would not be in accordance with securities, blue sky or other laws of that jurisdiction.

BofA Securities acted as dealer manager for the offerings.

Refund of remaining 2023 tickets

Additionally, the company announced today that it has given notice of a full redemption prior to maturity of all of its remaining outstanding 2023 Notes, to be made on June 8, 2022.

The redemption price of the 2023 Bonds, payable in cash, will be calculated according to the formula set forth in the supplemental indentures relating to the 2023 Bonds, and will include an expected total make-up premium of approximately $7 million (after taking into account the transactions envisaged by the Offers).

The Offers and redemptions of the 2023 Bonds will be financed by part of the net proceeds of the sale recently concluded by the company on May 9, 2022 of its 3.60% Senior Bonds due 2024, 4.35% Senior Bonds due 2027 and 4, 75% Senior Notes due 2032.

This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities. If a securityholder has any doubts as to the content of this press release, or the Offers, or the action it should take, it is recommended that it seek its own financial and legal advice, including with respect to possible tax consequences, immediately with its stockbroker, bank manager, lawyer, accountant or other independent financial, tax or legal adviser. Furthermore, this announcement will not constitute a notice of redemption of the 2023 Bonds. Information concerning the terms and conditions of the redemption are described in the notices distributed to the holders of the 2023 Bonds by the trustee pursuant to the indenture and the deeds applicable supplements governing the 2023 Bonds.

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts and relate to plans, events or performance are forward-looking statements that are based on management’s current expectations and are subject to risks and uncertainties. Forward-looking statements are based on management’s current expectations and should not be construed as a guarantee that such events or results will actually occur. All forward-looking statements speak only as of the date of this press release, and Constellation Brands undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Detailed information regarding the company’s risk factors is included in the company’s filings with the SEC.

Constellation Brands is an international producer and marketer of beer, wine and spirits with operations in the United States, Mexico, New Zealand and Italy. Constellation’s brand portfolio includes Corona Extra, Modelo Especial, the Robert Mondavi family of brands, Kim Crawford, Meiomi, The Prisoner Wine Company and High West Whiskey.

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