Obligation Stellar Brands 8.375% ( US21036PAG37 ) en USD

Stellar Brands

100 % ⇌

Etas-Unis

US21036PAG37 ( en USD )

8.375% par an ( paiement semestriel )

14/12/2014 - Obligation échue

Prospectus brochure de l'obligation Constellation Brands US21036PAG37 en USD 8.375%, échue

2 000 USD

500 000 000 USD

21036PAG3

NR

NR

Constellation Brands est une entreprise américaine de boissons alcoolisées, leader sur le marché des vins et spiritueux, avec un portefeuille incluant des marques telles que Robert Mondavi, Kim Crawford, Meiomi, Corona et Modelo.

Cet article propose une analyse rétrospective d'une émission obligataire spécifique de Constellation Brands, un acteur majeur et diversifié du secteur des boissons alcoolisées basé aux États-Unis, reconnu pour son portefeuille étendu incluant des bières importées de premier plan comme Corona et Modelo, ainsi que des vins et spiritueux variés. L'instrument financier étudié est une obligation, identifiée par le code ISIN US21036PAG37 et le code CUSIP 21036PAG3, émise aux États-Unis en dollars américains (USD). Cette émission représentait une taille totale de 500 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD. L'obligation offrait un taux d'intérêt fixe de 8.375% et prévoyait des paiements d'intérêts biannuels, comme l'indique la fréquence de paiement '2'. Arrivée à échéance le 14 décembre 2014, cette obligation a été intégralement remboursée à sa valeur nominale de 100% sur le marché, confirmant le respect de ses engagements par l'émetteur. Il est à noter que l'obligation n'a pas fait l'objet d'une notation publique par les agences Standard & Poor's (S&P) et Moody's, comme indiqué par la mention 'NR' (Non Noté) pour les deux agences.

Final Prospectus Supplement and Prospectus
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT AND PROSPECTUS
Table of Contents
Title of each class of securities
Aggregate
Amount of
to be registered

offering price registration fee(1)
Debt Securities and Guarantees thereof
$500,000,000
$15,350.00
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
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Final Prospectus Supplement and Prospectus
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration Number 333-136379
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 28, 2007)
$500,000,000

8 3/8% Senior Notes due 2014

The Company:
· We are a leading international producer and marketer of beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.
The Offering:
· Use of Proceeds: We intend to use the net proceeds from the offering of the Senior Notes due 2014, which we
refer to as the notes, together with borrowings under our senior credit facility, to fund the purchase price of our
pending acquisition of Beam Wine Estates, Inc. See "Use of Proceeds."
The Notes:
· Issuer: Constellation Brands, Inc.
· Maturity: The notes will mature on December 15, 2014.
· Interest Payments: The notes will pay interest semi-annually in cash in arrears on June 15 and December 15 of
each year, commencing June 15, 2008.
· Guarantees: Each of our existing and future subsidiaries will guarantee the notes on a senior unsecured basis to
the extent and for so long as such entities guarantee our senior credit facility.
· Ranking: The notes will rank equally in right of payment with all of our existing and future unsecured senior
indebtedness, senior in right of payment to all of our existing and future senior subordinated indebtedness, and
effectively subordinated in right of payment to our secured indebtedness to the extent of the value of the assets
securing such indebtedness, including all borrowings under our senior credit facility.
· Optional Redemption: The notes may be redeemed, in whole or in part at a price equal to 100% of the principal
amount thereof, together with accrued and unpaid interest to the redemption date, plus a "make-whole"
premium.

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Final Prospectus Supplement and Prospectus
· Change of Control: If we experience specific kinds of changes of control, we must offer to repurchase all of the
notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.
This investment involves risks. See " Risk Factors" beginning on page S-8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total
Public Offering Price

99.344%
$496,720,000
Underwriting Discount

0.750%
$ 3,750,000
Proceeds to Constellation Brands (before expenses)

98.594%
$492,970,000

Interest on the notes will accrue from December 5, 2007 to the date of delivery.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about
December 5, 2007.

Sole Book-Running Manager
Banc of America Securities LLC
Co-Managers

Goldman, Sachs & Co.
Rabo Securities USA, Inc.
Scotia Capital

November 28, 2007
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Final Prospectus Supplement and Prospectus
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or documents to which we otherwise refer you. We have not, and
the underwriters have not, authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not, and the underwriters
are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this prospectus supplement, the accompanying
prospectus and any document incorporated by reference is accurate as of any date other than the date on
the front cover of the applicable document. Our business, financial condition, results of operations and
prospects may have changed since that date.
TABLE OF CONTENTS

Prospectus Supplement

Where You Can Find More Information

S-2
Special Note Regarding Forward-Looking Statements

S-3
Prospectus Supplement Summary

S-4
Risk Factors

S-8
Use of Proceeds
S-15
Capitalization
S-16
Description of the Notes and the Guarantees
S-17
Certain United States Federal Income Tax Consequences
S-30
Underwriting
S-33
Legal Matters
S-34
Prospectus
About This Prospectus

ii
Where You Can Find More Information

ii
Information Regarding Forward-Looking Statements

iii
Constellation Brands, Inc.

1
The Guarantors

1
Risk Factors

1
Use of Proceeds

1
Dividend Policy

2
Ratio of Earnings To Fixed Charges And Earnings To Combined Fixed Charges And Preferred Stock
Dividends

2
Description Of Debt Securities

2
Description Of Preferred Stock

8
Description Of Depositary Shares

9
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Description Of Common Stock

12
Plan of Distribution

14
Legal Opinions

15
Experts

15

Unless the context requires otherwise, references to "we," "us," "our" and the "Company" refer collectively to
Constellation Brands, Inc. and its subsidiaries except that in the section entitled "Description of the Notes and the
Guarantees" such terms refer only to Constellation Brands, Inc. and not any of its subsidiaries.

S-1
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read
and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain further information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over the Internet at the SEC's
web site at http://www.sec.gov. Our common stock is listed on the New York Stock Exchange, and you may
inspect our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The SEC allows us to "incorporate by reference" into this prospectus supplement the information we file with the
SEC, which means that we can disclose important information to you by referring you to previously filed
documents. The information incorporated by reference is considered to be part of this prospectus supplement,
unless we update or supersede that information by the information contained in this prospectus supplement or by
information that we file subsequently that is incorporated by reference into this prospectus supplement.
We incorporate by reference into this prospectus supplement the following documents or information filed with
the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules):

· Annual Report on Form 10-K for the fiscal year ended February 28, 2007;

· Quarterly Reports on Form 10-Q for the quarters ended May 31, 2007 and August 31, 2007;

· Current Reports on Form 8-K filed on April 9, 2007 (two filings; in each case, Item 5.02 only), April 23,
2007, May 2, 2007, May 7, 2007 (Item 1.01 only), May 11, 2007 (Item 5.02 only), May 14, 2007, June 28,
2007 (of two filed that date, the report regarding appointment of a new chief executive officer and only

Item 5.02 thereof), July 31, 2007, October 4, 2007 (of two filed that date, the report regarding the
appointment of a new director and only Item 5.02 thereof and Exhibit 99.1 thereto); November 14, 2007
(two filings; Item 1.01 and Exhibit 2.1 thereto and Item 2.05 only); and November 20, 2007;

· Definitive proxy statement for special meeting of stockholders to be held December 6, 2007, filed with the

SEC on November 1, 2007; and

· The description of our Class A Common Stock, par value $.01 per share, and Class B Common Stock, par

value $.01 per share, contained in Item 1 of our registration statement on Form 8-A filed on October 4,
1999.
This prospectus supplement and the accompanying prospectus are part of a registration statement we have filed
with the SEC relating to the notes offered by this prospectus supplement and other debt securities. As permitted by
SEC rules, this prospectus supplement and the accompanying prospectus do not contain all of the information
included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more information about us and our debt
securities. The registration statement, exhibits and schedules are also available at the SEC's Public Reference
Room or through its web site. In addition, we post the periodic reports that we file with the SEC on our website at
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Final Prospectus Supplement and Prospectus
http://www.cbrands.com. You may also obtain a copy of these filings, at no cost, by writing to or telephoning us at
the following address:
Constellation Brands, Inc.
370 Woodcliff Drive, Suite 300
Fairport, New York 14450
585-218-3600
Attention: David S. Sorce, Secretary

S-2
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be
incorporated by reference herein contain forward-looking statements that involve risks and uncertainties, including
those discussed under the caption "Risk Factors." We develop forward-looking statements by combining currently
available information with our beliefs and assumptions. These statements relate to future events, including our
future performance, and often contain words such as "may," "should," "could," "expects," "seeks to,"
"anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the
negative of such terms and other comparable terminology. Forward-looking statements are inherently uncertain,
and actual performance or results may differ materially and adversely from that expressed in, or implied by, any
such statements. Consequently, you should recognize these statements for what they are and we caution you not to
rely upon them as facts.

S-3
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about the Company and this offering. It does not contain all of the
information that may be important to you in deciding whether to purchase notes. We encourage you to read the
entire prospectus supplement, the accompanying prospectus and the documents that we have filed with the SEC
that are incorporated by reference prior to deciding whether to purchase notes.
Constellation Brands, Inc.
We are a leading international producer and marketer of beverage alcohol with a broad portfolio of brands across
the wine, spirits and imported beer categories. We have the largest wine business in the world and have a leading
market position in each of our core markets, which include the United States, Canada, the United Kingdom,
Australia and New Zealand. In the U.S., we are the largest multi-category (wine, spirits and imported beer)
supplier of beverage alcohol. Our strong market positions make us a supplier of choice to our customers who
include wholesale distributors, retailers, on-premise locations and government alcohol beverage control agencies.
With our broad product portfolio, we believe we are distinctly positioned to satisfy an array of consumer
preferences across all beverage alcohol categories and price points. Many of our products are recognized leaders
in their respective categories and geographic markets. Leading brands in our portfolio include Almaden, Arbor
Mist, Vendange, Woodbridge by Robert Mondavi, Hardys, Goundrey, Nobilo, Kim Crawford, Alice White,
Ruffino, Kumala, Robert Mondavi Private Selection, Rex Goliath, Toasted Head, Blackstone, Ravenswood,
Estancia, Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi, Robert Mondavi Winery, Stowells,
Blackthorn, Black Velvet, Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-Chi's, 99
Schnapps, Ridgemont Reserve 1792 and the Effen and SVEDKA vodka lines. We, through a joint venture with
Grupo Modelo, S.A.B. de C.V. (which we refer to as "Crown Imports"), import, market and sell Corona Extra,
Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl and Tsingtao beers.
Since our founding in 1945 as a producer and marketer of wine products, we have grown through a combination
of internal growth and acquisitions. Our internal growth has been driven by leveraging our existing portfolio of
leading brands, developing new products, new packaging and line extensions, and focusing on the faster growing
sectors of the beverage alcohol industry. We conduct our business through entities we wholly own as well as a
variety of joint ventures with various other entities, both within and outside the U.S.
Corporate Information
Our principal executive offices are located at 370 Woodcliff Drive, Suite 300, Fairport, New York 14450, and our
telephone number is 585-218-3600. We maintain a website at www.cbrands.com. Our web site and the
information contained on that site, or connected to that site, are not incorporated into this prospectus, and you
should not rely on any such information in making your decision whether to purchase our securities. We are a
Delaware corporation that was incorporated on December 4, 1972, as the successor to a business founded in 1945.
On September 19, 2000, we changed our name to Constellation Brands, Inc. from Canandaigua Brands, Inc.
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Recent Events
On November 9, 2007, we and Beam Global Spirits & Wine, Inc. ("Beam Global"), a wholly-owned subsidiary of
Fortune Brands, Inc., entered into a Stock Purchase Agreement pursuant to which we agreed to purchase all of the
outstanding capital stock of Beam Wine Estates, Inc. ("Beam Wine Estates"), a wholly-owned subsidiary of
Beam Global. Beam Wine Estates owns all of the outstanding stock of its subsidiaries: Atlas Peak

S-4
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Document Outline

Local Disk
- #1">Final Prospectus Supplement and Prospectus