FAIRPORT, N.Y., July 25 /PRNewswire-FirstCall/ -- Constellation Brands, Inc. (NYSE: STZ), a leading international producer and marketer of beverage alcohol brands, announced that yesterday it priced the concurrent public offerings of its Class A common stock and mandatory convertible preferred stock. The offerings are expected to raise net proceeds, excluding the over-allotment options granted to the underwriters, of approximately $399.5 million, before expenses.
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Constellation has agreed to sell 9,500,000 shares of Class A common stock at $28.00 per share and 6,000,000 depositary shares at $25.00 per depositary share. Each depositary share represents 1/40th of a share of Constellation's Series A mandatory convertible preferred stock which is convertible into shares of Constellation's Class A common stock. The mandatory convertible preferred stock will have a dividend yield of 5.75% and a conversion premium of 22.0% over the Class A common stock offering price of $28.00 per share. In connection with these offerings, Constellation has granted the underwriters options to purchase up to 1,425,000 additional shares of Class A common stock and 820,000 additional depositary shares to cover over-allotments, if any.
Closing of the offerings is expected to occur on July 30, 2003. The net proceeds of these offerings, together with available cash, will be used to repay all amounts outstanding under the bridge loans incurred to finance a portion of the consideration for the acquisition of BRL Hardy.
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. acted as the joint book-running managers and UBS Securities LLC acted as joint lead manager for the offerings. The securities may be offered only by means of a prospectus, including a prospectus supplement. A copy of either prospectus including the prospectus supplement may be obtained from: Citigroup Global Markets Inc., 140 58th Street, Brooklyn, New York 11220 or J.P. Morgan Securities Inc., 277 Park Avenue, New York, New York 10017.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy shares of Class A common stock, depositary shares or shares of mandatory convertible preferred stock. Shares of Class A common stock, depositary shares or shares of mandatory convertible preferred stock will not be sold in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.
About Constellation
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. The Company is the largest multi- category supplier of beverage alcohol in the United States; a leading producer and exporter of wine from Australia and New Zealand; and both a major producer and independent drinks wholesaler in the United Kingdom. Well-known brands in Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn.
Forward-Looking Statements
The Company makes forward-looking statements from time to time and desires to take advantage of the "safe harbor" which is afforded such statements under the Private Securities Litigation Reform Act of 1995 when they are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements.
The statements set forth in this press release, which are not historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur. There can be no assurance that any forward- looking statement in this press release will be realized or that actual results will not be significantly higher or lower than set forth in or implied by such forward-looking statement. For risk factors associated with the Company and its business, please refer to our Securities and Exchange Commission filings.
SOURCE Constellation Brands, Inc. -0- 07/25/2003 /CONTACT: Investor Relations, Mark Maring, +1-585-218-3668, or Public Relations, Ginny Clark, +1-585-218-3669, both of Constellation Brands, Inc./ /Photo: http://www.newscom.com/cgi-bin/prnh/20000918/NYM167LOGO/ /Web site: http://www.cbrands.com/ (STZ) CO: Constellation Brands, Inc. ST: New York IN: FOD SU: TS -- NYF039 -- 5585 07/25/2003 08:10 EDT http://www.prnewswire.com