Business Context and Reporting Period
This Form 8-K, dated April 30, 2013, reports on Constellation Brands, Inc.'s agreement to acquire specific assets from Grupo Modelo and Anheuser-Busch InBev SA/NV. The filing provides financial data for the "Piedras Negras Brewery Business" and pro forma information for Constellation as of February 28, 2013.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references the following exhibits containing the detailed data:
- Exhibit 99.1: Audited Carve-Out Combined Financial Statements of the Piedras Negras Brewery Business for the years ended December 31, 2012 and 2011 (prepared under IFRS).
- Exhibit 99.2: Unaudited Condensed Combined Consolidated Pro Forma Financial Statements of Constellation as of February 28, 2013, and for the twelve months then ended.
Material Changes and Acquisitions
Constellation has entered into agreements to acquire:
- Modelo's 50% equity interest in Crown Imports LLC.
- All capital stock of the Brewery Company (owning the Piedras Negras brewery in Mexico).
- All capital stock of the Brewery Services Company.
- An irrevocable license to produce, import, market, and sell Modelo Mexican beer brands in the U.S. and Guam.
Completion is subject to closing conditions and transactions between ABI and Modelo. The valuation of tangible and intangible assets has not yet commenced; therefore, purchase price adjustments in the pro forma statements are based on preliminary assumptions.
Guidance, Risks, and Contingencies
Management Commentary: The company expects to file finalized pro forma financial information under Item 2.01 of Form 8-K after the acquisitions are completed. Actual recorded amounts may differ materially from the preliminary pro forma data.
Risks and Uncertainties: Forward-looking statements are subject to risks including:
- Completion of acquisitions on expected terms.
- Availability and terms of necessary financing.
- Ability to realize expected benefits.
- Difficulties and delays in integrating acquired assets.
Legal Status: The information in this report is "furnished" and not "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Review Exhibit 99.1 for the audited financial performance of the Piedras Negras Brewery Business under IFRS.
- Review Exhibit 99.2 for the pro forma impact on Constellation's financials, noting the preliminary nature of asset valuations.
- Monitor the satisfaction of closing conditions and the final valuation of tangible and intangible assets.
- Verify the terms and availability of financing required to complete the acquisitions.
- Check for future filings under Item 2.01 for finalized pro forma financial information.