Bond Stellar Brands 3.75% ( US21036PBG28 ) in USD

Stellar Brands

100 % ▲

United States

US21036PBG28 ( in USD )

3.75% per year ( payment 2 times a year)

01/05/2050

Prospectus brochure of the bond Constellation Brands US21036PBG28 en USD 3.75%, maturity 01/05/2050

1 000 USD

600 000 000 USD

21036PBG2

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/05/2026 ( In 92 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 US21036PBG28, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2050

The Bond issued by Stellar Brands ( United States ) , in USD, with the ISIN code US21036PBG28, was rated Baa3 ( 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 US21036PBG28, 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

$1,200,000,000

$
155,760

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-237773

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 21, 2020)

$600,000,000 2.875% Senior Notes due 2030
$600,000,000 3.750% Senior Notes due 2050
The Company:
We are an international beverage alcohol company with a broad portfolio of consumer-preferred high-end imported beer brands, and higher-end wine and
spirits brands. Many of our products are recognized as leaders in their respective categories. We are one of the leading U.S. growth drivers at retail among beverage
alcohol suppliers. In the U.S. market, we are the third-largest beer company and a leading higher-end wine company. 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 $600,000,000 aggregate principal amount of 2.875% senior notes due 2030 (the "2030 notes"), and $600,000,000 aggregate principal

amount of 3.750% senior notes due 2050 (the "2050 notes" and together with the 2030 notes, the "notes"). The 2030 notes and the 2050 notes are
sometimes each referred to as a "series" of notes.

·

Use of Proceeds: We intend to use the net proceeds from this offering to redeem prior to maturity all of our outstanding 2.250% Senior Notes due 2020 in

the aggregate principal amount of $700 million (plus a make-whole premium of approximately $6.0 million) and for general corporate purposes. See "Use
of Proceeds."
The Notes:

·

Issuer: Constellation Brands, Inc.

·

Maturity: The 2030 notes will mature on May 1, 2030, and the 2050 notes will mature on May 1, 2050.

·

Interest: Interest on the 2030 notes will accrue at a rate of 2.875% per year, and interest on the 2050 notes will accrue at a rate of 3.750% per year. Each

series of notes will pay interest semi-annually in cash in arrears on May 1 and November 1 of each year, beginning November 1, 2020. See "Description
of the Notes--Interest Payments."

·

Ranking: The notes of each series 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. Holders of the notes will not have a direct claim on assets of subsidiaries
of the Company and the notes will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries.

·

Optional Redemption: We may, at our option, redeem notes of any series or of each series, in whole or in part (as to any series), from time to time at the

applicable redemption prices and the applicable dates described in this prospectus supplement under "Description of the Notes--Optional Redemption."

·

No Established Market: The notes of each series 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) with respect to a series of notes, we may be required to

offer to repurchase all of the notes of such series at 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to the repurchase
date.
This investment involves risks. See "Risk Factors" beginning on page S-7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if
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this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per
Per

2030 Note

Total

2050 Note

Total

Public Offering Price(1)

99.801% $ 598,806,000

99.286% $ 595,716,000
Underwriting Discount

0.650% $
3,900,000

0.875% $
5,250,000
Proceeds to Constellation Brands (before expenses)

99.151% $ 594,906,000

98.411% $ 590,466,000

(1)
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from April 27, 2020.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company against payment in New York, New York on April
27, 2020.
Joint Book Running Managers

BofA Securities

Goldman Sachs & Co. LLC

J.P. Morgan
BMO Capital Markets TD Securities
Co-Managers

BBVA

BNP PARIBAS

Fifth Third Securities

MUFG
PNC Capital Markets LLC

Scotiabank

SunTrust Robinson Humphrey
Wells Fargo Securities

M&T Securities
Siebert Williams Shank
April 23, 2020
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you with information that is different than the information contained
or incorporated by reference in this prospectus or the accompanying prospectus. 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-4
RISK FACTORS
S-7
USE OF PROCEEDS
S-9
DIVIDEND POLICY
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-30
UNDERWRITING
S-34
LEGAL MATTERS
S-37
EXPERTS
S-37
Prospectus

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
iii
CONSTELLATION BRANDS, INC.
1
RISK FACTORS
1
USE OF PROCEEDS
1
DIVIDEND POLICY
1
DESCRIPTION OF DEBT SECURITIES
1
DESCRIPTION OF PREFERRED STOCK
7
DESCRIPTION OF DEPOSITARY SHARES
8
DESCRIPTION OF COMMON STOCK
10
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DESCRIPTION OF WARRANTS
12
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
13
FORMS OF SECURITIES
14
PLAN OF DISTRIBUTION
17
LEGAL MATTERS
17
EXPERTS
17

S-i
Table of Contents
In the sections of this prospectus supplement other than those entitled "Prospectus Supplement Summary--The Offering" and "Description of
the Notes," 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," 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 29, 2020 filed on April 21, 2020;

· Our Current Reports on Form 8-K filed on March 2, 2020 (excluding Item 7.01 and the related exhibit), March 31, 2020, April 3, 2020

(excluding Item 2.02 and Item 7.01 and the related exhibit), April 7, 2020 (excluding Item 7.01 and the related exhibit) and April 8, 2020
(excluding Item 7.01 and the related exhibit);

· The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal 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.
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. However, the information on our website is not a part of this prospectus supplement

S-1
Table of Contents
or the accompanying prospectus. 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.
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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 duration and impact of
the COVID-19 pandemic, including but not limited to the closure of nonessential businesses, which may include our manufacturing facilities, and other
associated governmental containment actions, may vary from our current expectations; (ii) 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,
(iii) 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, (iv) the amount, timing, and source of funds for any share repurchases or exercises of warrants to purchase stock
of Canopy Growth Corporation ("Canopy"), if any, 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, any future exercise of Canopy warrants, the expected impacts of the New Wine and Spirits
Transactions (as defined below), and the opportunities to divest the Paul Masson Grande Amber Brandy brand and concentrate business excluded from the
Revised Wine and Spirits Transaction (as defined below) to companies with more aligned business strategies (the "Other Wine and Spirits Transactions"),
and other factors as determined by management from time to time, (v) 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, (vi) the fair value of our investments in Canopy may vary due to market and economic conditions in
Canopy's markets and business locations, (vii) the accuracy of management's projections relating to the Canopy investment may vary from management's
current expectations due to Canopy's actual operational results and market and economic conditions; (viii) 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, (ix) any consummation of
the New Wine and Spirits Transactions, or the Other Wine and Spirits Transactions, and any actual date of consummation of any

S-2
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of them may vary from our current expectations; the actual restructuring charge, if any, will vary based on management's final plans, the amount of
additional loss, if any, on the future write-down of assets held for sale will vary based on the form of consideration, amount of consideration actually
received, and future brand performance, (x) any impact of U.S. federal laws on the transaction between Acreage Holdings, Inc. and Canopy (the "Acreage
Transaction"), or upon the implementation of that transaction, or the impact of the Acreage Transaction upon our future ownership level in Canopy or our
future share of Canopy's reported earnings and losses, may vary from management's current expectations, and (xi) 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 Company's agreement to sell a portion of its wine and spirits business, as revised in December 2019 (the
"Revised Wine and Spirits Transaction"), and the Company's agreement to sell its New Zealand-based Nobilo Wine brand and certain related assets each
as disclosed in the Company's Annual Report on Form 10-K for the year ended February 29, 2020 (the "Nobilo Transaction" and with the Revised Wine
and Spirits Transaction, the "New Wine and Spirits Transactions") are subject to the satisfaction of certain closing conditions, including receipt of required
regulatory clearances and governmental approvals. The Nobilo Transaction is also conditioned on completion of the Revised Wine and Spirits Transaction.
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-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 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, and Italy with
powerful, consumer-connected, high-quality brands like Corona Extra, Modelo Especial, Robert Mondavi, Kim Crawford, Meiomi and SVEDKA
Vodka. In the U.S. market, we are one of the top growth contributors at retail among beverage alcohol suppliers. In the U.S. beer market, we are the
third-largest beer company and leader in the high end. We are a leading, higher-end wine and spirits 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.
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 or the accompanying prospectus.

S-4
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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." We define capitalized terms used in this summary in "Description of the Notes--Certain Definitions."

Issuer
Constellation Brands, Inc.

Securities Offered
$600,000,000 aggregate principal amount of 2.875% Senior Notes due 2030. $600,000,000
aggregate principal amount of 3.750% Senior Notes due 2050 .

Maturity
The 2030 notes will mature on May 1, 2030, and the 2050 notes will mature on May 1, 2050.

Interest
Interest on the 2030 notes will accrue at a rate of 2.875% per year, and interest on the 2050
notes will accrue at a rate of 3.750% per year. Each series of notes will pay interest semi-
annually in cash in arrears on May 1 and November 1 of each year, beginning November 1,
2020. See "Description of the Notes--Interest Payments."

Ranking
The notes of each series 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. Holders of the notes of each series will not have a direct claim
on assets of our subsidiaries and the notes will be structurally subordinated to all
indebtedness and other liabilities of our subsidiaries, including borrowings under the senior
revolving credit facility in favor of a wholly-owned Luxembourg subsidiary of the Company.

As of February 29, 2020, we had approximately (i) $12.2 billion aggregate principal amount
of senior indebtedness outstanding, none of which was secured, and (ii) $1,749.2 million of
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available undrawn commitments under the senior revolving credit facility, none of which

would be secured. As of February 29, 2020, our subsidiaries had approximately $2.2 billion
of liabilities. For the fiscal year ended February 29, 2020, approximately $5.9 billion of our
net sales, respectively, were from our subsidiaries. See "Capitalization."

Optional Redemption
We may redeem any or all series 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 (i) with
respect to the 2030 notes, February 1, 2030 (three months prior to the maturity date of the
2030 notes), and (ii) with respect to the 2050 notes, November 1, 2049 (six months prior to
the maturity date of the 2050 notes).

S-5
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On or after (i) with respect to the 2030 notes, February 1, 2030, and (ii) with respect to the
2050 notes, November 1, 2049, we may redeem any or all series 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--Optional Redemption."

Repurchase at the Option of Holders Upon a Change
If we experience a change of control triggering event (as defined herein), we must offer to
of 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--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 of each series 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."

Use of Proceeds
We intend to use the net proceeds from this offering to redeem prior to maturity all of our
outstanding 2.250% Senior Notes due 2020 in the aggregate principal amount of $700 million
(plus a make-whole premium of approximately $6.0 million) and for general corporate
purposes. See "Use of Proceeds."

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.

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RISK FACTORS
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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 29, 2020 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 February 29, 2020, 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
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 the notes will be structurally
subordinated to all indebtedness and other liabilities of our subsidiaries.
We are a holding company and conduct almost all of our operations through our subsidiaries. As of February 29, 2020, approximately 94.2%
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.
Holders of the notes will not have a direct claim on assets of our subsidiaries and the notes will be structurally subordinated to all indebtedness
and other liabilities of our subsidiaries, 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 29, 2020, approximately $5.9 billion of our net sales were from our subsidiaries. As of
February 29, 2020, our subsidiaries had approximately $2.2 billion of liabilities.
Credit ratings assigned to the notes may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating to an investment in the notes, but
rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from
such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be
lowered, suspended or withdrawn entirely by any of the applicable rating agencies, if, in such rating agency's judgment, circumstances so warrant. Agency
credit ratings are not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any other agency's
rating. Actual or

S-7
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anticipated changes, upgrades or downgrades in the credit ratings assigned to the notes, including any announcement that such ratings are under review for
an upgrade or downgrade, could affect the market value of the notes and, in the event of a downgrade, increase our corporate borrowing costs, including
with respect to our outstanding notes. The reports of the rating agencies do not form a part of, and are not incorporated by reference into, this prospectus
supplement.
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 of a series upon the occurrence of a change of control triggering event with respect
to such series of notes. 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 restated 2018 senior term credit facility or our restated 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 we would have sufficient financial resources available to satisfy all of our 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
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indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of the Notes--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.
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 $1,183.3 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 2.250% Senior Notes due 2020 in the aggregate principal amount of $700 million, plus a make-whole premium of approximately $6.0 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 2.250% Senior Notes due 2020 and thus may receive a portion of the net proceeds
from the sale of the notes through the redemption of our 2.250% Senior Notes due 2020. 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 29, 2020, 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 February 29, 2020, 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.

February 29, 2020

As
(in millions)

Actual

Adjusted
Cash and Cash Equivalents(a)
$
81.4 $
558.7

Total Debt (including current portion):

Revolving Credit Facility(b)
$
-- $
--
2018 Three-Year Term Loan(c)

499.6
499.6
2018 Five-Year Term Loan(c)

317.1
317.1
2019 Five-Year Term Loan

479.0
479.0
Commercial Paper(c)

238.9
238.9
Subsidiary Credit Facilities

--
--
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$600.0 Million 2.875% Senior Notes due 2030 offered hereby(d)

--
593.9
$600.0 Million 3.750% Senior Notes due 2050 offered hereby(e)

--
589.4
$700.0 Million 2.250% Senior Notes due 2020(c)

698.7
--
$500.0 Million 3.750% Senior Notes due 2021(c)

499.2
499.2
$650.0 Million Senior Floating Rate Notes due 2021(c)

647.9
647.9
$500.0 Million 2.700% Senior Notes due 2022(c)

497.8
497.8
$700.0 Million 2.650% Senior Notes due 2022(c)

695.5
695.5
$600.0 Million 3.200% Senior Notes due 2023(c)

597.0
597.0
$1.05 Billion 4.250% Senior Notes due 2023(c)

1,046.4
1,046.4
$400.0 Million 4.750% Senior Notes due 2024(c)

397.0
397.0
$500.0 Million 4.400% Senior Notes due 2025(c)

496.0
496.0
$400.0 Million 4.750% Senior Notes due 2025(c)

396.3
396.3
$600.0 Million 3.700% Senior Notes due 2026(c)

595.9
595.9
$500.0 Million 3.500% Senior Notes due 2027(c)

496.1
496.1
$700.0 Million 3.600% Senior Notes due 2028(c)

694.3
694.3
$500.0 Million 4.650% Senior Notes due 2028(c)

495.2
495.2
$800.0 Million 3.150% Senior Notes due 2029(c)

793.3
793.3
$500.0 Million 4.500% Senior Notes due 2047(c)

493.0
493.0
$600.0 Million 4.100% Senior Notes due 2048(c)

592.1
592.1
$500.0 Million 5.250% Senior Notes due 2048(c)

493.0
493.0
Other Senior Debt

25.3
25.3

Total Debt

12,184.6
12,669.2

Total Stockholders' Equity:

Total CBI Stockholders' Equity(a)(f)

12,131.8
12,124.5
Noncontrolling Interests

342.5
342.5

Total Stockholders' Equity

12,474.3
12,467.0

Total Capitalization
$ 24,658.9 $ 25,136.2

(a)
As adjusted reflects the payment and expensing of the make-whole premium of $6.0 million associated with the redemption prior to maturity of the
2.250% Senior Notes due 2020, excluding income tax impact.
(b)
As of February 29, 2020, we had $1,749.2 million of available undrawn revolving commitments under our senior revolving credit facility.
(c)
Net of unamortized debt issuance costs in the aggregate of $62.5 million and unamortized discounts in the aggregate of $13.7 million as of
February 29, 2020.

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(d)
Net of estimated unamortized debt issuance costs of $4.9 million and estimated unamortized discount of $1.2 million.
(e)
Net of estimated unamortized debt issuance costs of $6.3 million and estimated unamortized discount of $4.3 million.
(f)
As adjusted reflects the write-off of unamortized debt issuance costs of $1.0 million and unamortized discount of $0.3 million associated with the
redemption prior to maturity of the 2.250% Senior Notes due 2020, excluding income tax impact.

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DESCRIPTION OF THE NOTES
The following discussion of the terms of the notes of each series 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
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The notes of each series will be issued under an indenture and a supplemental indenture thereto (together, the "indenture"), between us and
Manufacturers and Traders Trust Company, as trustee. You should read the accompanying prospectus for a general discussion of the terms and provisions
of the indenture.
The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue thereunder and provides that
notes, debentures or other evidences of indebtedness may be issued from time to time thereunder in one or more series. We are initially offering the notes
in the aggregate principal amount of $600,000,000 (in the case of the 2030 notes), and $600,000,000 (in the case of the 2050 notes). At any time following
the issuance of the notes, we may, without the consent of the holders, issue additional notes of any series (which are referred to as such below) and thereby
increase that principal amount in the future, on the same terms and conditions and with the same CUSIP number as the notes of such series we offer by this
prospectus supplement; provided that if any such additional notes are not fungible with the existing notes of such series for United States federal income
tax purposes, such additional notes will be issued with a different CUSIP number from the previously issued notes of such series.
The 2030 notes will mature on May 1, 2030 and will bear interest at a rate of 2.875% per year. The 2050 notes will mature on May 1, 2050 and
will bear interest at a rate of 3.750% per year. In each case, we:

· will pay interest to the person in whose name a note is registered at the close of business on the May 1 or November 1 preceding the

interest payment date;

· will compute interest on the basis of a 360-day year consisting of twelve 30-day months;

· will make payments on the notes at the offices of the trustee; and

· may make payments by wire transfer for notes held in book-entry form or by check mailed to the address of the person entitled to the

payment as it appears in the note register.
If any interest payment date or maturity or redemption date falls on a day that is not a business day, the required payment shall be made on the
next business day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable from and after such interest
payment date or maturity or redemption date, as the case may be, to such next business day. "Business day" means any day that is not a day on which
banking institutions in The City of New York are authorized or required by law or by executive order issued by a governmental authority or agency
regulating such banking institutions, to close.
We will issue the notes only in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.

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Ranking
The notes will be our senior unsecured obligations and 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
indebtedness. Holders of the notes will not have a direct claim on assets of our subsidiaries and the notes will be structurally subordinated to all
indebtedness and other liabilities of our subsidiaries.
We are a holding company and conduct almost all of our operations through our subsidiaries. Consequently, our ability to pay our obligations,
including our obligation to pay interest on the notes and to repay the principal amount of the notes at maturity, upon redemption, upon acceleration or
otherwise, will depend upon our subsidiaries' earnings and advances or loans made by them to us (and potentially dividends or distributions made by them
to us). Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the notes or to
make funds available to us to do so. Our subsidiaries' ability to make advances or loans to us or to pay dividends or make other distributions to us will
depend upon their operating results and will be subject to applicable laws and contractual restrictions, if any. The indenture will not limit our subsidiaries'
ability to enter into other agreements that prohibit or restrict dividends or other payments or advances to us. Except with respect to the covenants described
below under "--Limitation upon Liens" and "--Limitation on Sale and Leaseback Transactions," the indenture does not restrict or limit the ability of any
subsidiary to incur, create, assume or guarantee indebtedness or encumber its assets or properties. As of February 29, 2020, we had approximately (i)
$12.2 billion aggregate principal amount of senior indebtedness outstanding, none of which was secured, and (ii) $1,749.2 million of unused commitments
under our senior revolving credit facility, none of which would be secured. As of February 29, 2020, our subsidiaries had approximately $2.2 billion of
liabilities. See "Capitalization."
Optional Redemption
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