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NYSE: STZ CONSTELLATION BRANDS, INC. 8-K

Constellation Brands enters $300M delayed draw term loan with M&T Bank as agent

Filed September 18, 2026 · Period ending September 18, 2026 · ~2 min read

5 key changes 1 high relevance 2 sections

Key Changes

  • high

    New credit agreement provides up to $300M in delayed draw term loans, available in up to two draws, with commitments terminating by June 18, 2027 if not fully drawn.

  • medium

    Interest at Term SOFR plus 0.700%–1.100% or Base Rate plus 0.000%–0.100%, based on credit rating; unused commitments incur 0.075% ticking fee after 30 days.

  • medium

    Financial covenants: minimum interest coverage ratio of 2.50:1.00 and maximum net leverage ratio of 4.00:1.00 (step-up to 4.50:1.00 for four quarters after a material acquisition), net of up to $750M unrestricted cash.

  • medium

    Certain lenders also lend to Sands family investment vehicles, affiliates of the company, secured by pledges of Constellation Brands class A common stock and other Sands family credit support.

  • low

    Proceeds, if drawn, intended for general corporate purposes, including repayment of indebtedness.

Summary

Constellation Brands entered into a $300 million delayed draw term loan credit agreement with M&T Bank as administrative agent. The facility allows up to two draws, with commitments expiring by June 18, 2027 if not fully drawn.

Interest is based on Term SOFR or Base Rate plus a margin tied to the company's credit rating, and the agreement includes standard financial covenants: a minimum interest coverage ratio of 2.50:1.00 and a maximum net leverage ratio of 4.00:1.00, with a step-up to 4.50:1.00 for four quarters following a material acquisition.

The leverage ratio is calculated net of up to $750 million of unrestricted cash and cash equivalents. The filing also discloses that certain lenders under the new credit agreement also lend to Sands family investment vehicles, which are affiliates of the company due to their relationship with the Sands family. Those credit facilities are secured by pledges of Constellation Brands class A common stock and other credit support from Sands family members. This related-party lending arrangement is disclosed as part of the credit agreement. For retail holders, this is a routine corporate financing event that provides additional liquidity flexibility. The company has not drawn on the facility, and the use of proceeds, if drawn, would be for general corporate purposes, including debt repayment. The covenants are consistent with the company's existing revolving facility, and the related-party lending disclosure is a transparency item rather than a change in control or ownership.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~51 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added
Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company entered into the Credit Agreement on the Effective Date. See Item 1.01 which is incorporated herein by reference.

2

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~900 words

Constellation Brands entered into a $300M delayed draw term loan credit agreement with M&T Bank as agent.

1 Added
Show 1 minor / wording change
Added Use of proceeds low

Added in current filing · verify on EDGAR →

If the Company elects to draw under the Credit Agreement, it intends to use the proceeds of the Term Loans for general corporate purposes, including repayment of indebtedness.

The company states it intends to use any drawn proceeds for general corporate purposes, including repayment of indebtedness. This is a standard use-of-proceeds disclosure for a corporate credit facility.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 21, 2026 · How we verify