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Document Preview Underwriting Agreement |
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Title: |
Underwriting Agreement |
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Entities: |
Citigroup Global Markets Inc.; Constellation Brands Inc.; J.P. Morgan Securities Inc.; JPMorgan Chase Bank; Suntrust Capital Markets, Inc.; UBS Securities LLC; Bank of New York; McDermott, Will & Emery; Nixon Peabody LLP |
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Date: |
2003 |
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Size: |
Preview shows 6KB of 113KB total |
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Price: |
$44 |
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ID: |
#880052 |
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Constellation Brands, Inc.
Depositary Shares Each Representing 1/40 of a Share of
Series A Mandatory Convertible Preferred Stock
Underwriting Agreement
New York, New York
July 24, 2003
To the Representatives named in Schedule I hereto
of the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
Constellation Brands, Inc., a corporation incorporated under the laws of the State of Delaware (the Company), proposes to sell to the several underwriters named in Schedule II hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, the number of depositary shares (the Depositary Shares) each representing 1/40 of a share of Series A Mandatory Convertible Preferred Stock, par value $.01 per share (the Preferred Stock), of the Company set forth in Schedule I hereto (said Depository Shares to be sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional Depositary Shares set forth in Schedule I hereto to cover over-allotments (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be (the Incorporated Documents); and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.
The Securities are convertible into shares of Class A Common Stock, par value $.01 (the Common Stock), of the Company at the conversion prices set forth in the Prospectus. The shares of Preferred Stock represented by the Securities are to be deposited by the Company against delivery of Depositary Receipts (the Depositary Receipts) evidencing the
Depositary Shares which are to be issued by Mellon Investor Services LLC, as Depositary (the Depositary), under a Deposit Agreement, to be dated as of July 30, 2003 (the Deposit Agreement), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Share will represent beneficial ownership of 1/40 of a share of Preferred Stock and shares of Common Stock issuable upon conversion of, or payable as dividends on, the Preferred Stock. Certain terms used herein are defined in Section 18 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
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