| Item 1.02 |
Termination of a Material Definitive Agreement. |
Constellation Brands, Inc. (the “Company”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), and certain other lenders previously entered into a Term Loan Credit Agreement, dated as of May 9, 2025 (the “Credit Agreement”), which provided for a $500 million delayed draw term loan. On October 16, 2025, the Company submitted notice to the Administrative Agent to terminate all commitments under the Credit Agreement, effective as of October 21, 2025.
Pursuant to the terms and conditions set forth in the Credit Agreement, the commitments under the Credit Agreement would have terminated on November 7, 2025. The Company did not have any borrowings outstanding under the Credit Agreement, and there were no early termination penalties incurred by the Company as a result of the termination of the Credit Agreement. Terms of the Credit Agreement are more fully described in Item 1.01 of the Current Report on Form 8-K filed by the Company on May 9, 2025.
On October 17, 2025, the Company and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), entered into Supplemental Indenture No. 36 (the “Supplemental Indenture”), dated as of October 17, 2025, 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 $500.0 million aggregate principal amount of 4.950% Senior Notes due 2035 (the “Notes”) for a public offering price of 99.716% of the principal amount of such 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. 333-268289) filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022 (the “Registration Statement”).
The Company will pay interest on the Notes on May 1 and November 1 of each year, commencing on May 1, 2026. The Notes will mature on November 1, 2035. The Company may redeem the Notes, in whole or in part, at its option, under the terms provided in the Supplemental Indenture. The Supplemental Indenture contains customary events of default, including: (i) default in the payment of principal of or premium, if any, on the Notes when due, (ii) default in any payment of interest on the Notes when due, continued for 30 days, (iii) failure by the Company to comply with its obligations under the Supplemental Indenture, in certain cases subject to notice and grace periods, (iv) failure by the Company to make any payment after the maturity of any indebtedness with an aggregate principal amount in excess of $200.0 million or the acceleration of such indebtedness, and such indebtedness, in either case, is not discharged or such acceleration is not cured, waived, rescinded or annulled within 30 days following receipt of the relevant notice, and (v) specified events involving bankruptcy, insolvency or reorganization of the Company. 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. The Supplemental Indenture also contains customary covenants including with respect to liens and on sale and leaseback transactions. Terms of the Indenture and the Notes are more fully described in the section entitled “Description of the Notes” of the Prospectus Supplement dated October 15, 2025, that was filed with the SEC on October 16, 2025.
