Constellation Brands sells $500M 2031 notes
Constellation Brands, Inc. is refinancing part of its debt.
Rhea-AI Filing Summary
Constellation Brands, Inc. is refinancing part of its debt. The company entered into a supplemental indenture and issued $500.0 million of 4.850% Senior Notes due 2031 at a public offering price of 99.943% of principal. The notes pay interest each May 6 and November 6, starting November 6, 2026, and mature on May 6, 2031, with customary covenants and events of default.
Constellation also gave notice for full redemption of all outstanding 3.700% Senior Notes due 2026, with $600.0 million aggregate principal amount outstanding as of May 6, 2026. The cash redemption is scheduled to be effected on May 18, 2026, with the price calculated under the applicable supplemental indenture.
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Insights
Constellation refinances 2026 notes with new 2031 debt.
Constellation Brands issued $500.0 million of 4.850% Senior Notes due 2031 and plans to redeem its outstanding $600.0 million of 3.700% Senior Notes due 2026. This extends part of its debt maturity profile while maintaining access to public bond markets.
The new notes were sold at 99.943% of principal and carry semiannual interest payments each May 6 and November 6. The indenture includes customary covenants and cross-default provisions tied to indebtedness exceeding $200.0 million, which help protect noteholders.
The announced redemption on May 18, 2026 will depend on execution under the supplemental indenture’s formula-based redemption price. Future filings may detail any additional financing steps or changes to total debt levels following completion of this transaction.
8-K Event Classification
Key Figures
Key Terms
Supplemental Indenture regulatory
Senior Notes financial
events of default financial
sale and leaseback transactions financial
Registration Statement on Form S-3 regulatory
aggregate principal amount financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What new debt did Constellation Brands (STZ) issue in this filing?
Which existing Constellation Brands (STZ) notes are being redeemed?
How will the redemption price for Constellation Brands’ 2026 notes be determined?
What are the key terms of Constellation Brands’ 4.850% Senior Notes due 2031?
Under which SEC registration was Constellation Brands’ new debt issued?
What events of default apply to Constellation Brands’ 2031 notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 7.01 | Regulation FD Disclosure. |
On May 6, 2026, Constellation Brands, Inc. (“Constellation” or the “Company”) issued a news release announcing that it has given notice for full redemption prior to maturity of all of its outstanding 3.700% Senior Notes due 2026. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in the news 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.
| Item 8.01 | Other Events. |
On May 6, 2026, the Company and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), entered into Supplemental Indenture No. 37 (the “Supplemental Indenture”), dated as of May 6, 2026, 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 4.850% Senior Notes due 2031 (the “Notes”) for a public offering price of 99.943% 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. 333-291350) filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025 (the “Registration Statement”).
The Company will pay interest on the Notes on May 6 and November 6 of each year, commencing on November 6, 2026. The Notes will mature on May 6, 2031. 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 May 4, 2026, that was filed with the SEC on May 5, 2026.
The foregoing description of the Supplemental Indenture is a summary, does not purport to be complete, and is qualified in its entirety by reference to (i) Supplemental Indenture No. 37 filed as Exhibit 4.1 hereto (and the form of 4.850% Senior Notes due 2031, which is included in Exhibit 4.1 hereto), which is incorporated by reference into this Item 8.01, and (ii) the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2012.
Also on May 6, 2026, Constellation announced that it has given notice for full redemption prior to maturity of all of its outstanding 3.700% Senior Notes due 2026 for which, as of May 6, 2026, there were $600.0 million aggregate principal amount of notes outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Supplemental Indenture No. 37, dated as of May 6, 2026, between the Company, as Issuer, and Manufacturers and Traders Trust Company, as Trustee. | |
| 99.1 | News Release of Constellation Brands, Inc. dated May 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: May 6, 2026 | CONSTELLATION BRANDS, INC. | |||||
| By: | /s/ Garth Hankinson | |||||
| Garth Hankinson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
CONSTELLATION BRANDS ANNOUNCES DELIVERY OF
NOTICE OF REDEMPTION FOR 3.700% SENIOR NOTES DUE 2026
Rochester, N.Y., May 6, 2026 – Constellation Brands (NYSE: STZ), a leading beverage alcohol company, announced today that it has given notice for full redemption prior to maturity of all of its outstanding 3.700% Senior Notes due 2026 (CUSIP Number: 21036PAQ1) to be effected on May 18, 2026. As of May 6, 2026, there were $600.0 million in aggregate principal amount of the notes outstanding.
The redemption price for the notes, payable in cash, will be calculated pursuant to the formula set forth in the supplemental indenture relating to the notes.
This press release shall not constitute a notice of redemption of the notes. Information concerning the terms and conditions of the redemption of the notes is described in the notice distributed to holders of the notes by the trustee under the indenture and the applicable supplemental indenture governing the notes.
ABOUT CONSTELLATION BRANDS
Constellation Brands is an international producer and marketer of beer, wine, and spirits with operations in the U.S., Mexico, New Zealand, and Italy. Constellation’s brand portfolio includes Modelo Especial, Corona Extra, Modelo Cheladas, Pacifico, Victoria, The Prisoner Wine Company, Robert Mondavi Winery, Kim Crawford, Schrader Cellars, Lingua Franca, Mi CAMPO Tequila, and High West Whiskey.
FORWARD-LOOKING STATEMENTS
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, including statements regarding the redemption date and price, are forward-looking statements that are based upon management’s current expectations and are subject to risks and uncertainties. The forward-looking statements should not be construed in any manner as a guarantee that such events or results will in fact occur or will occur on the timetable contemplated hereby. All forward-looking statements speak only as of the date of this news release and Constellation 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 risk factors with respect to the company and the offering are included in the company’s filings with the SEC, including the prospectus and prospectus supplement for the offering.
| MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS | |
| Maggie Bowman 213-500-2401 / maggie.bowman@cbrands.com | Blair Veenema 585-284-4433 / blair.veenema@cbrands.com Snehal Shah 847-385-4940 / snehal.shah@cbrands.com David Paccapaniccia 585-282-7227 / david.paccapaniccia@cbrands.com | |