Constellation Brands Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$STZ
Beverages (Production/Distribution)
Consumer Staples
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) June 2, 2025
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| Item 7.01 | Regulation FD Disclosure. | ||||
On June 2, 2025, Constellation Brands, Inc. (“Constellation” or the “Company”) issued a news release (the “2025 Wine Divestitures Release”) announcing that it has completed the sale and, in certain instances, the exclusive license to use the trademarks of a portion of the Company’s wine and spirits business, primarily centered around its mainstream wine brands and associated inventory, wineries, vineyards, offices, and facilities to The Wine Group (the “2025 Wine Divestitures”). A copy of the 2025 Wine Divestitures Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On June 2, 2025, Constellation issued a news release (the “Notes Redemption Release”) announcing that it has given notice for full redemption prior to maturity of all of its outstanding 4.75% Senior Notes due 2025 (the “4.75% notes”) and 5.00% Senior Notes due 2026 (the “5.00% notes”). A copy of the Notes Redemption Release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
References to Constellation’s website and/or other social media sites or platforms in the 2025 Wine Divestitures 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 2025 Wine Divestitures Release and the Notes Redemption Release attached as Exhibit 99.1 and Exhibit 99.2, respectively, are 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 June 2, 2025, Constellation completed the 2025 Wine Divestitures.
Following the consummation of the 2025 Wine Divestitures, on June 2, 2025, Constellation also announced that it has given notice for full redemption prior to maturity of all of its outstanding 4.75% notes and 5.00% notes, for which, as of June 2, 2025, there were $900 million aggregate principal amount of notes outstanding.
| Item 9.01 | Financial Statements and Exhibits. | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 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: June 2, 2025 | CONSTELLATION BRANDS, INC. | |||||||
| By: | /s/ Garth Hankinson | |||||||
| Garth Hankinson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||