Obligation Stellar Brands 7.25% ( US21036PAD06 ) en USD

Stellar Brands

100 % ⇌

Etas-Unis

US21036PAD06 ( en USD )

7.25% par an ( paiement semestriel )

01/09/2016 - Obligation échue

Prospectus brochure de l'obligation Constellation Brands US21036PAD06 en USD 7.25%, échue

1 000 USD

700 000 000 USD

21036PAD0

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

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.

L'Obligation émise par Stellar Brands ( Etas-Unis ) , en USD, avec le code ISIN US21036PAD06, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2016

L'Obligation émise par Stellar Brands ( Etas-Unis ) , en USD, avec le code ISIN US21036PAD06, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Stellar Brands ( Etas-Unis ) , en USD, avec le code ISIN US21036PAD06, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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

offering price
registration fee(1)
Debt Securities and Guarantees therof

$700,000,000
$74,900
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). $67,879.28 of the filing
fees for the filing fee for the securities offered hereby has been satisfied by applying $57,228.48 that has already been paid with respect
to $707,396,875 aggregate initial offering price of securities that were previously registered pursuant to Registration Statement No. 333-
110718 and were not sold thereunder and $10,650.80 that has already been paid with respect to $42,603,125 aggregate initial offering
price of securities that were previously registered pursuant to Registration Statement No. 333-63480 and were not sold thereunder. In
connection with this offering the Company is paying $7,020.72.

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Final Prospectus Supplement
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration Number 333-136379
P R O S P E C T U S S U P P L E M E N T
(To Prospectus Dated August 8, 2006)

$700,000,000
Constellation Brands, Inc.
7.25% Senior Notes due 2016

The notes will bear interest at the rate of 7.25% per year. Interest on the notes is payable on March 1 and
September 1 of each year, beginning March 1, 2007. The notes will mature on September 1, 2016. We may
redeem some or all of the notes at any time at the redemption price discussed under the caption "Description of
the Notes--Optional Redemption." If we experience a change of control, we may be required to offer to purchase
the notes from holders.
The notes will be our senior obligations and will rank equally with all of our other senior unsecured indebtedness.
The notes will be fully and unconditionally guaranteed by the subsidiaries that are guarantors under our senior
credit facility. See "Description of the Notes and the Guarantees--Subsidiary Guarantees."
The notes will be issued only in registered form in denominations of $1,000 and integral multiples of $1,000.
Investing in the notes involves risks. See " Risk Factors" beginning on page S-8.
None of the Securities and Exchange Commission, or 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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Final Prospectus Supplement
Per Senior

Note
Total
Public Offering Price

99.02%
$693,140,000
Underwriting Discount

1.00%
$ 7,000,000
Proceeds to Constellation Brands (before expenses)

98.02%
$686,140,000
Interest on the notes will accrue from August 15, 2006 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
August 15, 2006.

Joint Book-Running Managers
Citigroup
JPMorgan

Co-Managers
Scotia Capital
Banc of America Securities LLC

August 10, 2006

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Final Prospectus Supplement
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-16
Capitalization
S-17
Description of the Notes and the Guarantees
S-18
Certain United States Federal Income Tax Consequences
S-31
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 Brand, Inc.

1
The Guarantors

1
Risk Factors

1
Use of Proceeds

2
Dividend Policy

2
Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock
Dividends

2
Description of Debt Securities

3
Description of Preferred Stock

8
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Final Prospectus Supplement
Description of Depositary Shares

9
Description of Common Stock

12
Plan of Distribution

14
Legal Opinions

14
Experts

14
Unless otherwise indicated or the context requires otherwise, references to "we," "us," "our" and the "Company"
refer collectively to Constellation Brands, Inc. and its consolidated 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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Final Prospectus Supplement
Table of Contents
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, 2006;

· Quarterly Report on Form 10-Q for the quarter ended May 31, 2006;

· Current Reports on Form 8-K filed on April 3, 2006 (Items 1.01 and 9.01 only), April 5, 2006 (Item 5.02
only), April 11, 2006 (Item 1.01 only), June 9, 2006 (Items 1.01, 1.02, 2.03, 8.01 and 9.01 only), July 12,

2006 (Item 2.05 only), July 18, 2006 (Items 1.01 and 9.01 only), August 1, 2006, August 3, 2006 (Items
2.05 and 2.06 only) and August 8, 2006; and

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

Act of 1934, or the Exchange Act, 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 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
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.
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Final Prospectus Supplement
370 Woodcliff Drive, Suite 300
Fairport, New York 14450
585-218-3600
Attention: David S. Sorce, Secretary

S-2
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Final Prospectus Supplement
Table of Contents
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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Final Prospectus Supplement
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 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.
Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands with a
broad portfolio across the wine, spirits and imported beer categories. We have the largest wine business in the
world and are the largest multi-category supplier of beverage alcohol in the United States; a leading producer and
exporter of wine from Australia and New Zealand; the largest producer and marketer of wine in Canada; and both
a major producer and independent drinks wholesaler in the United Kingdom. Our strong market positions
increase our purchasing power and make us a supplier of choice to our customers.
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. Leading brands in our portfolio include Almaden, Arbor Mist, Vendange,
Woodbridge by Robert Mondavi, Hardys, 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, Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl and
Tsingtao.
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.
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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Final Prospectus Supplement
Strategy
There are certain key trends within the beverage alcohol industry which include:

· Consolidation of wholesalers and retailers; and

· Attractive consumer trends which include:

· An increase in global wine consumption;

· Growth of New World wines (wines produced from the United States, Australia, New Zealand,

Chile, Argentina and South Africa) in our core markets outpacing growth of Old World wines
(wines primarily produced in European countries including France, Germany, Spain and Italy);

· Wine and spirits categories growing at a faster rate than the beer category, particularly in the U.S.

and the U.K.; and

S-4
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Document Outline

sec.gov
- #1">Final Prospectus Supplement