Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - CONSTELLATION BRANDS, INC. | l40141e10vq.htm |
| EX-31.1 - EX-31.1 - CONSTELLATION BRANDS, INC. | l40141exv31w1.htm |
| EX-32.2 - EX-32.2 - CONSTELLATION BRANDS, INC. | l40141exv32w2.htm |
| EX-31.2 - EX-31.2 - CONSTELLATION BRANDS, INC. | l40141exv31w2.htm |
| EX-32.1 - EX-32.1 - CONSTELLATION BRANDS, INC. | l40141exv32w1.htm |
| EX-4.11 - EX-4.11 - CONSTELLATION BRANDS, INC. | l40141exv4w11.htm |
| EX-10.12 - EX-10.12 - CONSTELLATION BRANDS, INC. | l40141exv10w12.htm |
| EX-10.10 - EX-10.10 - CONSTELLATION BRANDS, INC. | l40141exv10w10.htm |
Exhibit 10.11
SUPPLEMENTAL CONFIRMATION
To:
|
Constellation Brands, Inc. | |
| 207 High Point Drive | ||
| Building 100 | ||
| Victor, New York 14564 | ||
From:
|
Goldman, Sachs & Co. | |
Subject:
|
Collared Accelerated Stock Buyback | |
Ref. No:
|
SDB1631459600 | |
Date:
|
April 16, 2010 |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Constellation Brands, Inc.
(“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This
Supplemental
Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date
for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master
Confirmation dated as of April 16, 2010 (the “Master Confirmation”) between the Contracting
Parties, as amended and supplemented from time to time. All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
Trade Date:
|
April 16, 2010 | |
Forward Price Adjustment Amount:
|
As specified in the Trade Notification, to be 1.00% of the Hedge Period Reference Price. | |
Hedge Period Start Date:
|
April 19, 2010 | |
Calculation Period Start Date:
|
April 26, 2010 | |
Hedge Period End Date:
|
May 17, 2010 | |
Scheduled Termination Date:
|
November 24, 2010 | |
First Acceleration Date:
|
June 28, 2010 | |
Prepayment Amount:
|
USD 300,000,000 | |
Prepayment Date:
|
April 21, 2010 | |
Initial Shares:
|
11,016,451 | |
Initial Share Delivery Date:
|
April 21, 2010 | |
Minimum Shares:
|
As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) 120% of the Hedge Period Reference Price. |
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Maximum Shares:
|
As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount divided by (b) 90% of the Hedge Period Reference Price. | |
Additional Relevant Days:
|
The 5 Exchange Business Days immediately following the Calculation Period. | |
Loss of Stock Borrow:
|
Not Applicable |
3. Section 9(b) of the Master Confirmation is hereby amended by deleting each reference to the word
“three” therein and replacing it with the word “two”.
4. Counterparty represents and warrants to GS&Co. that except for any purchase consented to by
GS&Co. neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act)
has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange
Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii)
during the calendar week in which the Trade Date occurs.
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Please confirm your agreement to be bound by the terms stated in this Supplemental
Confirmation by manually signing this Supplemental Confirmation or this page hereof as evidence of
agreement to such terms and providing the other information requested herein and immediately
returning an executed copy to Equity Derivatives Documentation Department, Facsimile No.
212-428-1980/83.
| Yours sincerely, GOLDMAN, SACHS & CO. |
||||
| By: | /s/ Jonathan S. Lipnick |
|||
| Authorized Signatory | ||||
| Agreed and Accepted By: | ||||
| CONSTELLATION BRANDS, INC. | ||||
By:
|
/s/ David Klein | |||
| Name: David Klein | ||||
| Title: Senior Vice President and Treasurer | ||||
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