Bond Stellar Brands 3.15% ( US21036PBE79 ) in USD

Stellar Brands

96.5029 % ▲

United States

US21036PBE79 ( in USD )

3.15% per year ( payment 2 times a year)

01/08/2029

Prospectus brochure of the bond Constellation Brands US21036PBE79 en USD 3.15%, maturity 01/08/2029

100 000 USD

800 000 000 USD

21036PBE7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/02/2026 ( In 3 days )

Constellation Brands is a leading producer and marketer of beer, wine, and spirits with a diverse portfolio of premium brands, including Modelo Especial, Corona Extra, Robert Mondavi, and Kim Crawford.

The Bond issued by Stellar Brands ( United States ) , in USD, with the ISIN code US21036PBE79, pays a coupon of 3.15% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/08/2029

The Bond issued by Stellar Brands ( United States ) , in USD, with the ISIN code US21036PBE79, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Stellar Brands ( United States ) , in USD, with the ISIN code US21036PBE79, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Aggregate
Amount of
securities to be registered

offering price

registration fee(1)
Debt Securities and Guarantees thereof

$800,000,000

$
96,960

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-217584

PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 2, 2017)

$800,000,000 3.150% Senior Notes due 2029
The Company:
We are an international producer and marketer of beer, wine and spirits with operations in the United States ("U.S."), Mexico, New Zealand, Italy and Canada with
powerful, consumer-connected, high-quality brands like Corona, Modelo Especial, Robert Mondavi, Kim Crawford, Meiomi and SVEDKA Vodka. In the U.S., we are the number
one sales growth driver at retail among beverage alcohol suppliers. We are the third-largest beer company in the U.S. market and a leading, higher-end wine company in the U.S.
market. Many of our products are recognized as leaders in their respective categories. This, combined with our strong market positions, makes us a supplier of choice to many of
our customers, who include wholesale distributors, retailers and on-premise locations.
The Offering:

·

We are offering $800,000,000 aggregate principal amount of 3.150% senior notes due 2029 (the "notes").

·

Use of Proceeds: We intend to use the net proceeds from this offering to redeem prior to maturity all of our outstanding 3.875% Senior Notes due 2019 in the

aggregate principal amount of $400.0 million (plus a make-whole premium of approximately $1.1 million) and for general corporate purposes. See "Use of Proceeds."
The Notes:

·

Issuer: Constellation Brands, Inc.

·

Maturity: The notes will mature on August 1, 2029.

·

Interest: Interest on the notes will accrue at a rate of 3.150% per year. The notes will pay interest semi-annually in cash in arrears on February 1 and August 1 of each

year, beginning, February 1, 2020. See "Description of the Notes and the Guarantees--Interest Payments."

·

Guarantees: Certain 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
indebtedness under our senior revolving credit agreement (as amended, amended and restated, refinanced, increased, extended, substituted, replaced or renewed from
time to time, collectively, our "senior revolving credit facility"), and/or our 2018 senior term credit agreement (as amended, amended and restated, refinanced,

increased, extended, substituted, replaced or renewed from time to time, collectively, our "2018 senior term credit facility") and/or our senior term credit agreement
entered into in 2019 (as amended, amended and restated, refinanced, increased, extended, substituted, replaced or renewed from time to time, collectively, our "2019
senior term credit facility", and together with the 2018 senior term credit facility, the "senior term credit facilities", and the senior term credit facilities together with
the senior revolving credit facility, the "senior credit facilities").

·

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 any
indebtedness that is expressly subordinated to the notes, and effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value

of any assets securing such indebtedness. Each guarantee will be effectively subordinated to any secured obligations of the applicable subsidiary guarantor to the
extent of the value of the assets securing such obligations. Holders of the notes will not have a direct claim on assets of subsidiaries that do not guarantee the notes
and the notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

·

Optional Redemption: We may, at our option, redeem the notes, in whole or in part, from time to time at the applicable redemption prices and the applicable dates

described in this prospectus supplement under "Description of the Notes and the Guarantees--Optional Redemption."

·

No Established Market: The notes are a new issue of securities with no established market.

·

Change of Control: If we experience a change of control triggering event (as described herein), we may be required to 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.

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Public
Offering
Underwriting
Brands (before expenses)

Price(1)

Discount

Proceeds to Constellation
Per Note(1)

99.957%

0.650%

99.307%
Total for Notes

$799,656,000

$
5,200,000
$
794,456,000

(1)
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from July 29, 2019.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on July 29, 2019.
Joint Book Running Managers

BofA Merrill Lynch

Goldman Sachs & Co. LLC

J.P. Morgan

BBVA

Co-Managers
BMO Capital Markets
BNP PARIBAS
Scotiabank
SunTrust Robinson Humphrey
TD Securities
Wells Fargo Securities
Siebert Cisneros Shank & Co. L.L.C.
July 24, 2019
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-1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-2
PROSPECTUS SUPPLEMENT SUMMARY
S-3
RISK FACTORS
S-8
USE OF PROCEEDS
S-10
DIVIDEND POLICY
S-11
CAPITALIZATION
S-12
DESCRIPTION OF THE NOTES AND THE GUARANTEES
S-14
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-32
UNDERWRITING
S-36
LEGAL MATTERS
S-39
EXPERTS
S-39
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
2
DESCRIPTION OF DEBT SECURITIES
2
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DESCRIPTION OF PREFERRED STOCK
8
DESCRIPTION OF DEPOSITARY SHARES
9
DESCRIPTION OF COMMON STOCK
11
DESCRIPTION OF WARRANTS
13
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
14
PLAN OF DISTRIBUTION
15
LEGAL OPINIONS
15
EXPERTS
15

Table of Contents
In the sections of this prospectus supplement other than those entitled "Prospectus Supplement Summary--The Offering" and "Description of
the Notes and the Guarantees," references to "we," "us," "our" and the "Company" refer collectively to Constellation Brands, Inc. and its subsidiaries,
unless otherwise indicated or the context requires otherwise. In the sections entitled "Prospectus Supplement Summary--The Offering" and "Description of
the Notes and the Guarantees," such terms refer only to Constellation Brands, Inc. and not any of its subsidiaries, unless otherwise indicated or the context
requires otherwise. All references to "$" are to U.S. dollars.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the
SEC. Our SEC filings are also available to the public over the Internet at the SEC's website at http://www.sec.gov.
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 and unless expressly stated otherwise, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

· Our Annual Report on Form 10-K for the fiscal year ended February 28, 2019 filed on April 23, 2019;

· Our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019 filed on June 28, 2019;

· Our Current Reports on Form 8-K filed on April 4, 2019 (excluding Items 2.02 and 7.01 and the related exhibits), April 5, 2019, April 8,

2019, April 19, 2019 (excluding Item 7.01 and the related exhibit), April 26, 2019 (excluding Item 7.01 and the related exhibit), May
20, 2019, July 3, 2019 and July 19, 2019;

· The information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended February 28, 2019 from

our Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders held on July 16, 2019, filed with the
SEC on May 31, 2019; and

· All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or

after the date of this prospectus supplement and before the termination of this offering.
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 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.

S-1
Table of Contents
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 through the SEC's website. In addition, we post the periodic reports that we file with the SEC on our
website at 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:
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Constellation Brands, Inc.
207 High Point Drive, Building 100
Victor, New York 14564
585-678-7100
Attention: James O. Bourdeau, Secretary
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" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual
results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical fact
included in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be incorporated by reference herein,
are forward-looking statements. When used in this prospectus supplement, the accompanying prospectus and the documents incorporated or deemed to be
incorporated by reference herein, the words "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of the document in
which such statements appear. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. In addition to the risks and uncertainties of ordinary business operations and conditions in the general
economy and markets in which we compete, our forward-looking statements are also subject to the risk and uncertainty that (i) the actual balance of supply
and demand for our products will vary from current expectations due to, among other reasons, actual raw material supply, actual shipments to distributors
and actual consumer demand, (ii) the actual demand, net sales, and volume trends for our products will vary from current expectations due to, among other
reasons, actual shipments to distributors, and actual consumer demand, (iii) the amount, timing, and source of funds for any share repurchases may vary
due to market conditions, our cash and debt position, the impact of the beer operations expansion activities, the impact of our investments in Canopy
Growth Corporation ("Canopy"), the expected impacts of the Wine & Spirits Transaction (as defined below), and other factors as determined by
management from time to time, (iv) the amount and timing of future dividends may differ from our current expectations if our ability to use cash flow to
fund dividends is affected by unanticipated increases in total net debt, we are unable to generate cash flow at anticipated levels, or we fail to generate
expected earnings, (v) the fair value of our investments in Canopy may vary due to market and economic conditions in Canopy's markets and business
locations, (vi) the timeframe and actual costs associated with the beer operations expansion activities may vary from management's current expectations
due to market conditions, our cash and debt position, receipt of required regulatory approvals by the expected dates and on the expected terms, and other
factors as determined by management, (vii) any consummation of the Wine & Spirits Transaction and any actual date of consummation may vary from our
current expectations and the actual restructuring charge, if any, will vary based on management's final plans, (viii) any impact of U.S. federal laws on the
transaction between Acreage Holdings, Inc. and Canopy may vary from management's current expectations, and (ix) the time to return to our targeted
leverage ratio may vary from management's current expectations due to market conditions, our ability to generate cash flow at expected levels and our
ability to generate expected earnings. The Wine & Spirits Transaction is subject to the satisfaction of certain closing conditions, including receipt of
required regulatory approval. Additional important factors that could cause actual results to differ materially from those set forth in or implied by our
forward-looking statements contained, or incorporated by reference, in this prospectus supplement are those described under the caption "Risk Factors" and
in our other filings with the SEC.

S-2
Table of Contents
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 the 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 herein prior to deciding whether to purchase the notes.
Constellation Brands, Inc.
We are an international producer and marketer of beer, wine and spirits with operations in the U.S., Mexico, New Zealand, Italy and
Canada with powerful, consumer-connected, high-quality brands like Corona, Modelo Especial, Robert Mondavi, Kim Crawford, Meiomi and
SVEDKA Vodka. In the U.S., we are the number one sales growth driver at retail among beverage alcohol suppliers. We are the third-largest beer
company in the U.S. market and a leading, higher-end wine company in the U.S. market. Many of our products are recognized as leaders in their
respective categories. This, combined with our strong market positions, makes us a supplier of choice to many of our customers, who include
wholesale distributors, retailers and on-premise locations.
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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 United States.
Our principal executive offices are located at 207 High Point Drive, Building 100, Victor, New York 14564 and our telephone number is
585-678-7100. We maintain a website at http://www.cbrands.com. Our website and the information contained on that site, or connected to that site,
are not incorporated into this prospectus supplement, and you should not rely on any such information in making your decision whether to purchase
the notes.
Recent Developments
On June 27, 2019, Acreage Holdings, Inc. ("Acreage") implemented its previously announced arrangement under section 288 of the
Business Corporations Act (British Columbia) (the "Arrangement") with Canopy. Pursuant to the Arrangement, the Acreage articles were amended to
provide Canopy with the option (the "Canopy Growth Call Option") to acquire all of the issued and outstanding shares in the capital of Acreage (each,
an "Acreage Share"), with a requirement to do so upon a change in federal laws in the United States to permit the general cultivation, distribution and
possession of marijuana (as defined in the relevant legislation) or to remove the regulation of such activities from the federal laws of the United States
(the "Triggering Event"), subject to the satisfaction of the conditions set out in the arrangement agreement entered into between Canopy and Acreage
on April 18, 2019, as amended on May 15, 2019 (the "Arrangement Agreement"). In connection with the Arrangement Agreement, Canopy executed
a license agreement granting Acreage immediate access to Canopy's intellectual property for use in the United States. Acreage will continue to
operate as a stand-alone entity and to conduct its business independently, subject to compliance with certain covenants contained in the Arrangement
Agreement. Upon the occurrence or waiver of the Triggering Event, Canopy will exercise the Canopy Growth Call Option and, subject to the
satisfaction or waiver of certain conditions to closing set out in the Arrangement Agreement, Canopy will acquire all of the Acreage Shares, Acreage
will become a wholly-owned subsidiary of Canopy and Canopy will continue the operations of Canopy and Acreage on a combined basis. Given the
uncertainty in the breadth of U.S. federal cannabis laws and their interaction with State cannabis laws, we cannot assure you that the implementation
of the transactions described above would not be challenged by a U.S. regulatory authority. While we believe that Canopy is in compliance with
applicable U.S. federal law in connection with the transactions described above, we cannot predict the outcome of any such challenge.

S-3
Table of Contents
In April 2019, we entered into a definitive agreement to sell a portion of our wine and spirits business, including approximately 30 lower-
margin, lower-growth wine and spirits brands, wineries, vineyards, offices, and facilities (the "Wine & Spirits Transaction"). The Wine & Spirits
Transaction is subject to the satisfaction of certain closing conditions, including receipt of required regulatory approval, and is expected to close in the
second half of calendar 2019. We expect to use the net cash proceeds from the Wine & Spirits Transaction primarily to reduce outstanding
borrowings.

S-4
Table of Contents
The Offering
The following summary of the terms of the notes is not complete. For a more detailed description of the notes, see "Description of the
Notes and the Guarantees." We define capitalized terms used in this summary in "Description of the Notes and the Guarantees--Certain Definitions."

Issuer
Constellation Brands, Inc.

Subsidiary Guarantors
The notes will be fully and unconditionally guaranteed on a senior basis, jointly and
severally, by our subsidiaries that are guarantors under our senior revolving credit facility,
our 2018 senior term credit facility and/or our 2019 senior term credit facility. The guarantee
of a subsidiary guarantor will be released (x) to the extent such subsidiary guarantor is
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released as a guarantor under our senior credit facilities (or a successor thereto), (y) to the
extent our senior credit facilities are amended, amended and restated, refinanced, increased,
extended, substituted, replaced or renewed without such subsidiary guarantor being a
guarantor of the indebtedness thereunder, or (z) if our senior credit facilities are otherwise
terminated or the requirements for legal or covenant defeasance or to discharge the indenture
have been met.

Securities Offered
$800,000,000 aggregate principal amount of 3.150% Senior Notes due 2029.

Maturity
The notes will mature on August 1, 2029.

Interest
Interest on the notes will accrue at a rate of 3.150% per year. The notes will pay interest
semi-annually in cash in arrears on February 1 and August 1 of each year,
beginning February 1, 2020. See "Description of the Notes and the Guarantees--Interest
Payments."

Ranking
The notes will be our senior unsecured obligations, will rank equally with all of our other
senior unsecured indebtedness, and will be effectively subordinated to the indebtedness
outstanding under any secured debt we may incur to the extent of the value of the assets
securing such debt. The notes will be fully and unconditionally guaranteed on a senior basis,
jointly and severally, by the subsidiaries that are guarantors under our senior revolving credit
facility, our 2018 senior term credit facility and/or our 2019 senior term credit facility. Each
guarantee will be effectively subordinated to any secured obligations of the applicable
subsidiary guarantor to the extent of the value of the assets securing such obligations.
Holders of the notes will not have a direct claim on assets of subsidiaries that do not
guarantee the notes and the notes will be structurally subordinated to all indebtedness and
other liabilities of our subsidiaries that do not guarantee the notes, including borrowings
under the senior revolving credit facility in favor of a wholly-owned Luxembourg subsidiary
of the Company.

As of May 31, 2019, we (together with our subsidiaries that guarantee our senior credit

facilities) had approximately (i) $13.4 billion

S-5
Table of Contents
aggregate principal amount of senior indebtedness outstanding, none of which was secured,
and (ii) $1,400.6 million of available undrawn commitments under the senior revolving credit
facility, none of which would be secured. As of May 31, 2019, our non-guarantor

subsidiaries had approximately $1.6 billion of liabilities. For the fiscal year ended
February 28, 2019 and the three months ended May 31, 2019, approximately $205.2 million
and $57.1 million of our net sales, respectively, were from our subsidiaries that are not
guarantors of the notes. See "Capitalization."

Optional Redemption
We may redeem any or all of the notes, in whole or in part, at a price equal to 100% of the
principal amount of the notes we redeem, together with accrued and unpaid interest to, but
excluding, the redemption date, plus a make-whole premium, at any time prior to May 1,
2029 (three months prior to the maturity date of the notes).

On or after May 1, 2029, we may redeem any or all of the notes, in whole or in part, at a

price equal to 100% of the principal amount of the notes we redeem, together with accrued
and unpaid interest to, but excluding, the redemption date.

See "Description of the Notes and the Guarantees--Optional Redemption."

Repurchase at the Option of Holders Upon a Change of If we experience a change of control triggering event (as defined herein), we must offer to
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Control
repurchase all the notes at a purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the repurchase date. We might not be able to pay
you the required price for notes you present to us at the time of a change of control because
our senior credit facilities or other indebtedness may prohibit payment or we might not have
enough funds at that time. See "Description of the Notes and the Guarantees--Repurchase at
the Option of Holders upon a Change of Control Triggering Event."

Sinking Fund
None.

Covenants
The indenture under which we will issue the notes contains covenants that, among other
things, limit our ability under certain circumstances to create liens, enter into sale-leaseback
transactions and engage in mergers, consolidations and sales of all or substantially all of our
assets. See "Description of the Notes and the Guarantees."

Use of Proceeds
We intend to use the net proceeds from this offering to redeem prior to maturity all of our
outstanding 3.875% Senior Notes due 2019 in the aggregate principal amount of
$400.0 million (plus a make-whole premium of approximately $1.1 million) and for general
corporate purposes. See "Use of Proceeds."

S-6
Table of Contents
Risk Factors
An investment in the notes involves a high degree of risk. Potential investors should
carefully consider the risk factors set forth under the heading "Risk Factors" and in the
documents incorporated by reference herein prior to making a decision to invest in the notes.

S-7
Table of Contents
RISK FACTORS
You should carefully consider the risks described below and in our documents filed with the SEC and incorporated by reference herein, as well
as other information included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus before buying any of the notes.
Risks Relating to the Company
You should carefully consider the risk factors and other cautionary statements included in our Annual Report on Form 10-K for the fiscal year
ended February 28, 2019, our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019 and other documents filed with the SEC and
incorporated by reference herein.
Risks Relating to the Notes
The notes are unsecured and will be effectively subordinated to our secured debt, if any, to the extent of the value of the assets securing such debt.
The notes will not be secured by any of our assets. As of May 31, 2019, we had no secured debt. Our obligations under our senior credit
facilities are currently not secured. In addition, the indenture governing the notes will permit us and our subsidiaries to incur certain additional debt that is
secured by liens on our assets without equally and ratably securing the notes. If the Company becomes insolvent or is liquidated, or if payment under our
secured debt is accelerated, the holders of our secured debt would be entitled to exercise the remedies available to a secured lender under applicable law
and pursuant to the agreement governing such debt. In any such event, because the notes will not be secured by any of our assets, it is possible that there
would be no assets remaining from which claims of the holders of the notes could be satisfied following repayment of our secured debt or, if any such
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assets remained, such assets might be insufficient to satisfy such claims fully.
Our ability to make payments on the notes depends on our ability to receive dividends from our subsidiaries, and not all of our subsidiaries are
guarantors of the notes. The notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee
the notes.
We are a holding company and conduct almost all of our operations through our subsidiaries. As of May 31, 2019, approximately 95.4% of our
tangible assets were held by our subsidiaries. The ownership interests of our subsidiaries represent substantially all the assets of the holding company.
Accordingly, we are dependent on the cash flows of our subsidiaries to meet our obligations, including the payment of the principal and interest on the
notes.
The notes will be guaranteed, jointly and severally, by our subsidiaries that guarantee our senior revolving credit facility, our 2018 senior term
credit facility and/or our 2019 senior term credit facility. Holders of the notes will not have a direct claim on assets of subsidiaries that do not guarantee the
notes and the notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the notes, including
any borrowings under our senior revolving credit facility in favor of a wholly-owned Luxembourg subsidiary of the Company. For the fiscal year ended
February 28, 2019 and the three months ended May 31, 2019, approximately $205.2 million and $57.1 million of our net sales, respectively, were from our
subsidiaries that are not guarantors of the notes. As of May 31, 2019, our non-guarantor subsidiaries had approximately $1.6 billion of liabilities.
The subsidiary guarantees may be subject to challenge under fraudulent transfer laws.
Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could subordinate or void any guarantee if it
found that the guarantee was incurred with actual intent to hinder, delay or

S-8
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defraud creditors or the guarantor did not receive fair consideration or reasonably equivalent value for the guarantee and the guarantor was any of the
following: (i) insolvent or was rendered insolvent because of the guarantee; (ii) engaged in a business or transaction for which its remaining assets
constituted unreasonably small capital; or (iii) intending to incur, or believed that it would incur, debts beyond its ability to pay at maturity. To the extent
any guarantee were to be voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the notes would cease to have any claim
in respect of such guarantor and would be creditors solely of us and any guarantor whose guarantee was not voided or held unenforceable. In such event,
the claims of the holders of the notes against the issuer of an invalid guarantee would be subject to the prior payment of all liabilities of such guarantor.
There can be no assurance that, after providing for all prior claims, there would be sufficient assets to satisfy the claims of the holders of the notes relating
to any voided guarantee.
The subsidiary guarantees may be limited in duration.
Each subsidiary guarantor will guarantee our obligations under the notes only for so long as each subsidiary guarantor is a guarantor under our
senior revolving credit facility, our 2018 senior term credit facility and/or our 2019 senior term credit facility. If any or all of the subsidiary guarantees are
released or terminated or no longer required under any of our senior credit facilities, such subsidiary guarantee(s) will be released under the indenture. The
indenture does not contain any covenants that materially restrict our ability to sell, transfer or otherwise dispose of our assets, including the ownership
interests of our subsidiaries, or the assets of any of our subsidiaries, except as described under the caption "Description of Debt Securities--Consolidation,
Merger, Sale or Conveyance" in the accompanying prospectus.
We may not be able to repurchase the notes upon a change of control triggering event.
We may be required to offer to repurchase all of the notes upon the occurrence of a change of control repurchase event. Our senior credit
facilities currently also provide that certain change of control events constitute a default. If we experience a change of control that triggers a default under
our senior revolving credit facility, our 2018 senior term credit facility or our 2019 senior term credit facility, such default could result in amounts
outstanding under our senior credit facilities being declared due and payable. We would be prohibited from purchasing the notes unless, and until, such
time as our indebtedness under all of our senior credit facilities was repaid in full. There can be no assurance that either we or our subsidiary guarantors
would have sufficient financial resources available to satisfy all of our or their obligations under our senior credit facilities and these notes in the event of a
change of control. Our failure to purchase the notes as required under the indenture governing the notes would result in a default under the indenture, which
could have material adverse consequences for us and the holders of the notes. See "Description of the Notes and the Guarantees--Repurchase at the Option
of Holders Upon a Change of Control Triggering Event."
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes.
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The trading prices of the notes will be directly affected by the prevailing interest rates being paid by companies similar to us, and the overall
condition of the financial and credit markets. It is impossible to predict the prevailing interest rates or the condition of the financial and credit markets. The
condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes.

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USE OF PROCEEDS
We estimate that the aggregate net proceeds from the sale of the notes will be approximately $792.9 million (after deducting underwriter
discounts and commissions and estimated offering expenses). We intend to use the net proceeds from this offering to redeem prior to maturity all of our
outstanding 3.875% Senior Notes due 2019 in the aggregate principal amount of $400.0 million, plus a make-whole premium of approximately
$1.1 million, and for general corporate purposes. Pending any such uses we will invest the net proceeds in short-term, interest-bearing instruments. Certain
of the underwriters and/or their affiliates may hold positions in our outstanding 3.875% Senior Notes due 2019 and thus may receive a portion of the net
proceeds from the sale of the notes through the redemption of our 3.875% Senior Notes due 2019. See "Underwriting."

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DIVIDEND POLICY
We have paid cash dividends on our common stock since May 2015. We currently expect to continue to pay a regular quarterly cash dividend
to stockholders of our common stock in the future, but such payments are subject to approval of our Board of Directors and are dependent upon our
financial condition, results of operations, capital requirements and other factors, including those set forth under Item 1A "Risk Factors" of our Annual
Report on Form 10-K for the fiscal year ended February 28, 2019 and our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019,
which are incorporated herein by reference. In addition, the terms of our senior credit facilities may restrict the payment of cash dividends on our common
stock under certain circumstances. Any indentures for debt securities issued in the future, the terms of any preferred stock issued in the future and any
credit agreements entered into in the future may also restrict or prohibit the payment of cash dividends on our common stock.

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CAPITALIZATION
The following table sets forth, as of May 31, 2019, our consolidated cash and cash equivalents and total capitalization (i) on an actual basis
and (ii) as adjusted to give effect to the issuance and sale of the notes and the intended use of proceeds therefrom, the June 2019 borrowings under our 2019
senior term credit facility, and the repayment of the U.S. Term A-1 Loan under our senior revolving credit facility.

May 31, 2019

(Unaudited)

As
(in millions)

Actual

Adjusted
Cash and Cash Equivalents(a)

$
98.7
$
490.2

Total Debt (including current portion):

Revolving Credit Facility(b)

$
55.0
$
55.0
U.S. Term A-1 Loan(c) (d)

491.6

--
2018 Three-Year Term Loan(c)

499.6

499.6
2018 Five-Year Term Loan(c)

974.5

974.5
2019 Five-Year Term Loan(d)

--

491.3
Commercial Paper(c)

531.4

531.4
Subsidiary Credit Facilities

--

--
$800.0 Million 3.150% Senior Notes due 2029 offered hereby(e)

--

792.9
$400.0 Million 3.875% Senior Notes due 2019(c) (f)

399.4

--
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$600.0 Million 2.000% Senior Notes due 2019(c)

599.2

599.2
$700.0 Million 2.250% Senior Notes due 2020(c)

697.3

697.3
$500.0 Million 3.750% Senior Notes due 2021(c)

498.7

498.7
$650.0 Million Senior Floating Rate Notes due 2021(c)

647.1

647.1
$500.0 Million 2.700% Senior Notes due 2022(c)

497.0

497.0
$700.0 Million 2.650% Senior Notes due 2022(c)

694.3

694.3
$600.0 Million 3.200% Senior Notes due 2023(c)

596.3

596.3
$1.05 Billion 4.250% Senior Notes due 2023(c)

1,045.6
1,045.6
$400.0 Million 4.750% Senior Notes due 2024(c)

396.6

396.6
$500.0 Million 4.400% Senior Notes due 2025(c)

495.5

495.5
$400.0 Million 4.750% Senior Notes due 2025(c)

395.9

395.9
$600.0 Million 3.700% Senior Notes due 2026(c)

595.6

595.6
$500.0 Million 3.500% Senior Notes due 2027(c)

495.7

495.7
$700.0 Million 3.600% Senior Notes due 2028(c)

693.9

693.9
$500.0 Million 4.650% Senior Notes due 2028(c)

494.8

494.8
$500.0 Million 4.500% Senior Notes due 2047(c)

492.9

492.9
$600.0 Million 4.100% Senior Notes due 2048(c)

592.0

592.0
$500.0 Million 5.250% Senior Notes due 2048(c)

492.9

492.9
Other Senior Debt

24.8

24.8

Total Debt

13,397.6
13,790.8

Total Stockholders' Equity:

Total CBI Stockholders' Equity(a) (f)

12,174.6
12,172.9
Noncontrolling Interests

313.6

313.6

Total Stockholders' Equity

12,488.2
12,486.5

Total Capitalization

$ 25,885.8
$ 26,277.3

(a)
As adjusted reflects the payment and expensing of the make-whole premium of $1.1 million associated with the redemption prior to maturity of the
3.875% Senior Notes due 2019, excluding income tax impact.

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(b)
As of May 31, 2019, we had $1,400.6 million of available undrawn revolving commitments under our senior revolving credit facility.
(c)
Net of unamortized debt issuance costs in the aggregate of $66.2 million and unamortized discounts in the aggregate of $15.6 million as of May 31,
2019.
(d)
On June 28, 2019, the Company entered into the 2019 senior term credit facility providing for a $491,250,000 five-year term loan facility which was
used to repay all amounts outstanding under the U.S. Term A-1 Loan.
(e)
Net of estimated unamortized debt issuance costs of $6.8 million and estimated unamortized discount of $0.3 million.
(f)
As adjusted reflects the write-off of unamortized debt issuance costs of $0.6 million associated with the redemption prior to maturity of the 3.875%
Senior Notes due 2019, excluding income tax impact.

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DESCRIPTION OF THE NOTES AND THE GUARANTEES
The following discussion of the terms of the notes supplements the description of the general terms and provisions of the debt securities
contained in the accompanying prospectus and identifies any general terms and provisions described in the accompanying prospectus that will not apply to
the notes.
Unless otherwise indicated or the context requires otherwise, references in this section to "we," "us," "our" and the "Company" refer to
Constellation Brands, Inc. only and not to its subsidiaries. Unless otherwise defined herein, capitalized terms used in the description below have the
definitions given to them under "Certain Definitions" below.
General
The notes will be issued under an indenture and a supplemental indenture thereto (together, the "indenture"), among us, Manufacturers and
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Document Outline

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