CONSTELLATION BRANDS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On April 14, 2022 (the “Effective Date”), (i) Constellation Brands, Inc. (the “Company”), CB International Finance S.à rl, an indirect wholly-owned subsidiary of the Company incorporated under Luxembourg law (“CBIF” and, together with the Company, the “Borrowers”), Bank of America, North America., as administrative agent (the “Administrative Agent”) and certain other lenders (the “Credit Agreement Lenders”), have entered into a restatement agreement (the “Restatement Agreement”) which has Amended and Restated Ninth Amended and Restated Credit Agreement dated of March 26, 2020by and between the Company, CBIF, the Administrator and the other lenders (the “Ninth Restated Credit Agreement” and as amended and restated by the Restatement Agreement, the “Tenth Restated Credit Agreement”) and (ii) the company and Bank of America, North America., as administrative agent and lender (the “Term Loan”), entered into Amendment No. 2 to the Term Loan Agreement (the “Term Loan Amendment”) which amended the Amended and Restated Term Credit Agreement, dated March 26, 2020as amended by rider no. 1 to the term loan agreement, dated June 10, 2021by and between the Company and Bank of America, North America., as administrative agent and lender (as amended by the Term Loan Amendment, the “Amended Term Loan Credit Agreement”).

Reprocessing agreement

The main changes made to the Ninth Restated Credit Agreement by the Restatement Agreement are (i) the refinancing and increase in the aggregate amount of covenants under the Ninth Restated Credit Agreement by $2 billion for
$2.25 billion and the extension of its maturity to April 14, 2027(ii) increasing the swingline sub-limit by $50 million for $75 million(iii) the replacement of the benchmark provisions for the LIBO rate by benchmark provisions for the guaranteed overnight funding rate (“SOFR”) administered by the Federal Reserve Bank of New York(iv) increase in the authorized cash compensation of $500 million until $750 million of cash and cash equivalents for purposes of calculating the financial covenant of the consolidated net leverage ratio of 4.00 to 1.00, or 4.50 with respect to the four quarters following a material acquisition, (v ) the consolidation of certain debt baskets of the subsidiaries in the general debt basket which will be increased by an overall amount not exceeding $250 million to an aggregate amount not exceeding 10% of the consolidated property, plant and equipment, and (vi) the consolidation of a certain basket of liens into the basket of general liens which will be increased from an aggregate amount not exceeding $250 million to an overall amount not exceeding 7.5% of consolidated tangible fixed assets.

The Company unconditionally and irrevocably guarantees to the Administrator, for the benefit of the Lenders of the Credit Agreement (i) the prompt and complete payment and performance of the debt and other monetary obligations of CBIF under the Tenth Agreement Updated Credit Agreement and (ii) the hedging and cash management debt and other monetary obligations of certain subsidiaries as described in the tenth updated credit agreement.

Certain of the Credit Agreement Lenders, the Administrative Agent and their affiliates have provided, and may in the future provide, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its affiliates for which they have received and will receive customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative agreements with certain of the credit agreement lenders and their affiliates. In addition, one of the lenders to the Credit Agreement is the trustee under an indenture for certain of the Company’s outstanding notes. Certain of the credit agreement lenders or their affiliates and the administrative agent affiliates are lenders under certain Sands family investment vehicle credit facilities which, by reason of their relationship with members of the Sands family, are in some cases affiliates of the company. These credit facilities are secured by pledges of Class A common stock of the Company, Class B common stock of the Company, or a combination thereof, and other credit support from certain members of the Sands family.

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The foregoing description of the Restatement Agreement and the Tenth Restated Credit Agreement is a summary and is qualified in its entirety by reference to the Restatement Agreement, including the Tenth Restated Credit Agreement, including a copy is filed as Schedule 4.1 to this current report on Form 8-K and incorporated herein by reference.

Modification of term loan

The principal changes to the Term Loan Agreement amended by the Term Loan Amendment are (i) the replacement of the benchmark provisions for the LIBO rate with benchmark provisions for the SOFR administered by the Federal Reserve Bank of New York(ii) the increase in the authorized cash compensation of $500 million until $750 million of cash and cash equivalents for purposes of calculating the financial covenant of the consolidated net leverage ratio of 4.00 to 1.00, or 4.50 with respect to the four fiscal quarters following a material acquisition , (iii) the consolidation of certain debt baskets of the subsidiaries in the general debt basket which will be increased by an overall amount not exceeding $250 million to an aggregate amount not exceeding 10% of the Consolidated Tangible Assets, (iv) the increase in the basket of indebtedness authorized under the Tenth Revised Credit Agreement of $2 billion for $2.25 billionand (v) the consolidation of a certain basket of privileges into the general basket of privileges which will be increased by an aggregate amount not exceeding $250 million to an overall amount not exceeding 7.5% of consolidated tangible fixed assets.

The Term Lender and Administrative Agent and their respective affiliates have provided, and may in the future provide, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its affiliates for which they have received and will receive customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative agreements with certain of the term lenders and its affiliates. The Term Lender and Administrative Agent is a lender under certain Sands family investment vehicle credit facilities which, by reason of their relationship with members of the Sands family, are in some cases corporations. affiliated with the Company. These credit facilities are secured by pledges of Class A common stock of the Company, Class B common stock of the Company, or a combination thereof, and other credit support from certain members of the Sands family.

The foregoing description of the Term Loan Amendment and Amended Term Loan Credit Agreement is a summary and is qualified in its entirety by reference to the Term Loan Amendment, including the Term Loan Credit Agreement. amended term, a copy of which is filed as Schedule 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The Borrowers entered into the Restatement Agreement and the Tenth Restated Credit Agreement and the Company entered into the Term Loan Amendment and Amended Term Credit Agreement on the Effective Date. See Section 1.01 which is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

For exhibits filed herewith, see the exhibit index immediately following.

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