Constellation Brands (NYSE: STZ) to redeem $600M 2026 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Constellation Brands, Inc. is issuing a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031, priced at 99.943% of principal. The notes will be senior unsecured obligations ranking equally with Constellation’s other senior unsecured debt.
Closing is expected on May 6, 2026, subject to customary conditions. Constellation intends to use the net proceeds, together with commercial paper borrowings and/or cash on hand, to redeem all of its outstanding $600 million 3.700% Senior Notes due 2026 before maturity and for general corporate purposes.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes size: $500.0 million
Coupon rate: 4.850%
Issue price: 99.943% of principal
+3 more
6 metrics
New notes size
$500.0 million
Aggregate principal amount of 4.850% Senior Notes due 2031
Coupon rate
4.850%
Interest rate on new Senior Notes due 2031
Issue price
99.943% of principal
Public offering price of new 2031 Senior Notes
Old notes to be redeemed
$600 million
Aggregate principal of 3.700% Senior Notes due 2026
Old notes coupon
3.700%
Interest rate on Senior Notes due 2026 to be redeemed
Expected closing date
May 6, 2026
Expected settlement of new Senior Notes offering
Key Terms
Senior Notes, aggregate principal amount, commercial paper borrowings, prospectus supplement, +1 more
5 terms
Senior Notes financial
"priced the public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
aggregate principal amount financial
"priced the public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
commercial paper borrowings financial
"use the net proceeds from the offering, together with commercial paper borrowings and/or cash on hand, to redeem"
prospectus supplement regulatory
"The notes are being offered only by means of a prospectus, including a prospectus supplement, copies of which may be obtained"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"This news release contains forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 4, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code ( 585) 678-7100
| Not Applicable | ||
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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).
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
| Item 7.01 | Regulation FD Disclosure. | ||||
On May 4, 2026, Constellation Brands, Inc. (“Constellation”) issued a news release (the “release”) announcing that it has priced a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031. A copy of this release is furnished herewith as Exhibit 99.1 and is incorporated herein 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.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| Exhibit No. | Description | ||||
| 99.1 | News Release of Constellation Brands, Inc. dated May 4, 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 4, 2026 | CONSTELLATION BRANDS, INC. | |||||||
| By: | /s/ Garth Hankinson | |||||||
| Garth Hankinson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
CONSTELLATION BRANDS PRICES
OFFERING OF SENIOR NOTES
ROCHESTER, N.Y., May 4, 2026 - Constellation Brands, Inc. (NYSE: STZ), a leading beverage alcohol company, announced today that it priced the public offering of $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 the notes. The notes will be senior obligations that rank equally with all of Constellation’s other senior unsecured indebtedness.
Closing of the offering is expected to occur on May 6, 2026, subject to the satisfaction of customary closing conditions. Constellation intends to use the net proceeds from the offering, together with commercial paper borrowings and/or cash on hand, to redeem prior to maturity all of our outstanding 3.700% Senior Notes due 2026 in the aggregate principal amount of $600 million and for general corporate purposes.
BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc. are acting as the joint book-running managers of the offering. The notes are being offered only by means of a prospectus, including a prospectus supplement, copies of which may be obtained by contacting BofA Securities, Inc. toll-free at (800) 294-1322 or emailing dg.prospectus_requests@bofa.com, contacting Goldman Sachs & Co. LLC collect at (212) 902-1000, contacting PNC Capital Markets LLC toll-free at (855) 881-0697, or contacting Truist Securities, Inc. toll-free at (800) 685-4786. Alternatively, the prospectus and prospectus supplement may be obtained by visiting EDGAR on the SEC website at https://www.sec.gov.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy notes. The notes will not be offered or sold in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
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 related to the settlement date of the offering and the anticipated use of proceeds, 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 | ||||
FAQ
What debt offering did Constellation Brands (STZ) announce in this 8-K?
Constellation Brands announced a public offering of $500.0 million aggregate principal amount of 4.850% Senior Notes due 2031, priced at 99.943% of principal. These notes are senior unsecured obligations ranking equally with the company’s other senior unsecured indebtedness.
How will Constellation Brands (STZ) use the proceeds from the $500 million notes?
Constellation Brands intends to use net proceeds from the notes, plus commercial paper borrowings and/or cash on hand, to redeem all outstanding $600 million 3.700% Senior Notes due 2026 before maturity and for general corporate purposes, effectively refinancing part of its existing debt structure.
What are the key terms of Constellation Brands’ (STZ) new Senior Notes?
The new Senior Notes have an aggregate principal of $500.0 million, a coupon of 4.850%, and mature in 2031. They are priced at 99.943% of principal and will rank equally with all of Constellation’s other senior unsecured indebtedness under its capital structure.
When is the closing of Constellation Brands’ (STZ) Senior Notes offering expected?
Closing of the offering is expected to occur on May 6, 2026, subject to the satisfaction of customary closing conditions. This anticipated settlement date applies to the issuance of the $500.0 million 4.850% Senior Notes due 2031 described in the company’s announcement.
Which existing debt will Constellation Brands (STZ) redeem with the new notes?
Constellation Brands plans to redeem all of its outstanding 3.700% Senior Notes due 2026 with an aggregate principal amount of $600 million. The company will fund this redemption using net proceeds from the new 2031 notes plus commercial paper borrowings and/or cash on hand.
Who are the joint book-running managers for Constellation Brands’ (STZ) note offering?
The joint book-running managers for the offering are BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, and Truist Securities, Inc.. They are responsible for managing the public sale of the $500.0 million 4.850% Senior Notes due 2031.