UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2003
CONSTELLATION BRANDS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-08495 16-0716709
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
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(Address of Principal Executive Offices) (Zip Code)
(585) 218-3600
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On January 17, 2003, Constellation Brands, Inc. ("Constellation") and
BRL Hardy Limited, an Australian corporation ("BRL Hardy"), entered into an
agreement to effect an acquisition of all of the outstanding shares of BRL Hardy
by Constellation Australia Pty Limited, an Australian corporation that is a
wholly-owned, indirect subsidiary of Constellation ("Constellation Australia").
On March 27, 2003, Constellation acquired control of BRL Hardy's Board of
Directors pursuant to the terms of the agreement. On April 9, 2003, the
acquisition was implemented by all of the outstanding shares of BRL Hardy being
transferred to Constellation Australia and the BRL Hardy options held by
employees of BRL Hardy and its affiliates being cancelled.
In consideration for the transfer of the BRL Hardy shares,
Constellation Australia is obligated to pay the holders of such shares aggregate
cash consideration of A$1.74 billion (equivalent to approximately US$1.04
billion) and Constellation issued to certain electing holders of BRL Hardy
shares (or to a depositary issuing depositary interests to such holders)
3,288,913 shares of class A common stock, par value $0.01 per share, of
Constellation (attributed a value of US$76.4 million for purposes of the
transaction). In addition, Constellation Australia loaned A$32.1 million
(equivalent to approximately US$19.3 million) to BRL Hardy to enable BRL Hardy
to effect the cancellation of all of the outstanding stock options of BRL Hardy.
Constellation Australia also loaned approximately A$570 million (equivalent to
approximately US$341 million) to BRL Hardy to permit BRL Hardy to satisfy its
outstanding bank debt. The consideration for the BRL Hardy shares and options
was determined on an arms-length basis following negotiations between the Board
of Directors of each of BRL Hardy and Constellation and their respective
advisors.
The cash used to pay the cash portion of the consideration and to make
loans to BRL Hardy is being funded with proceeds from loans under (i) an Amended
and Restated Credit Agreement, dated as of March 19, 2003 (the "Credit
Agreement"), among Constellation and certain of its subsidiaries, the lenders
named therein, JPMorgan Chase Bank, as Administrative Agent, and JPMorgan Europe
Limited, as London Agent, and (ii) an Amended and Restated Bridge Loan
Agreement, dated as of January 16 2003 and amended and restated on March 26,
2003 (the "Bridge Loan Agreement"), among Constellation and certain of its
subsidiaries, the lenders named therein, and JPMorgan Chase Bank, as
Administrative Agent. The Credit Agreement provides for revolving credit loans
and term loans in an original aggregate principal amount of up to US$1.6 billion
(which amount, under certain circumstances, may be increased to up to US$1.9
billion), and the Bridge Loan Agreement provides for bridge loans in an original
aggregate principal amount of up to $450 million. Constellation utilized US$1.0
billion of term loans under the Credit Agreement and approximately US$400
million under the Bridge Loan Agreement to consummate the transactions.
BRL Hardy is a leading Australian producer and exporter of wine, with
products sourced from Australia, New Zealand and France. BRL Hardy's wines are
distributed worldwide through a network of sales and marketing operations, with
the majority of sales generated in Australia, the United Kingdom and the United
States. Major export brands include: Hardys Stamp of Australia, Hardys Nottage
Hill, Hardys VR and Banrock Station. Other domestic and international brands
include: Houghton, Nobilo, Leasingham, Moondah Brook, Yarra Burn,
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Stonehaven, Stanley and Renmano. Constellation intends to continue to operate
the business of BRL Hardy.
Prior to the transactions described above, there was no material
relationship between the officers, directors or shareholders of BRL Hardy and
Constellation or any of its affiliates, any director or officer of Constellation
or any associate of any such director or officer, except that BRL Hardy and
Constellation were equal owners of Pacific Wine Partners, LLC, a joint venture
established to produce, market and sell a global portfolio of premium wines in
the US, including a range of Australian imports provided by BRL Hardy.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. At the time of the
filing of this Report, it is impracticable to provide the financial statements
required by Regulation S-X. The required financial statements will be filed by
Constellation on Form 8-K/A as soon as practicable, but not later than June 9,
2003.
(b) Pro Forma Financial Information. At the time of the filing of this
Report, it is impracticable to provide the pro forma financial information
required by Regulation S-X. The required pro forma financial information will be
filed by Constellation on Form 8-K/A, as soon as practicable, but not later than
June 9, 2003.
(c) Exhibits. See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Dated: April 9, 2003 CONSTELLATION BRANDS, INC.
By: /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Exhibit Name Location
2.1 Implementation Deed dated 17 January 2003 between Incorporated by reference to Exhibit 99.1
Constellation and BRL Hardy to Constellation's Form 8-K filed with the
Securities and Exchange Commission on
January 21, 2003 (the "1/21/03 8-K")
2.2 Transaction Compensation Agreement dated 17 January Incorporated by reference to Exhibit
2003 between Constellation and BRL Hardy 99.2 to the 1/21/03 8-K
2.3 No Solicitation Agreement dated 13 January 2003 Incorporated by reference to Exhibit
between Constellation and BRL Hardy 99.3 to the 1/21/03 8-K
2.4 Backstop Fee Agreement dated 13 January 2003 between Incorporated by reference to Exhibit
Constellation and BRL Hardy 99.4 to the 1/21/03 8-K
2.5 Letter Agreement dated 6 February 2003 between Filed herewith
Constellation and BRL Hardy
4.1 Amended and Restated Credit Agreement, dated as of Filed herewith
March 19, 2003, among Constellation and certain of
its subsidiaries, the lenders named therein,
JPMorgan Chase Bank, as Administrative Agent, and
JPMorgan Europe Limited, as London Agent
4.2 Amended and Restated Bridge Loan Agreement, dated as Filed herewith
of January 16, 2003 and amended and restated as of
March 26, 2003, among Constellation and certain
of its subsidiaries, the lenders named therein, and
JPMorgan Chase Bank, as Administrative Agent